1. DEFINITIONS
1.1. “Attorney-at-law” – Tatyana Koryakina, operating a legal practice (kancelaria radcy prawnego); whenever the GTC refer to the Attorney-at-law in the context of organising the performance of the Services, this also covers persons employed by the Attorney-at-law or cooperating with the Attorney-at-law, engaged to perform auxiliary or substantive activities in connection with the provision of the Services, provided that activities reserved by law to authorised persons are performed exclusively by authorised persons.
1.2. “Client” – a person or entity for whose benefit the Attorney-at-law provides the Services.
1.3. “Parties” – collectively, the Attorney-at-law and the Client.
1.4. “Agreement” – an agreement for the provision of legal assistance concluded between the Parties, including in documentary form (e.g. e-mail).
1.5. “GTC” – these general terms and conditions.
1.6. “Services” – legal assistance provided by the Attorney-at-law to the Client within the scope agreed in the Agreement or in an instruction accepted for performance.
1.7. “Materials” – any documents and content created by the Attorney-at-law in connection with the provision of the Services and delivered to the Client (including in electronic form), in particular: reports, notes, letters, legal opinions, analyses, risk summaries, draft documents, presentations and substantive correspondence (e-mail). The Materials also include working versions and drafts, unless the Parties expressly agree that a given document is final.
1.8. “Billing Unit” – 10 minutes of work, unless the Parties agree otherwise in the Agreement.
1.9. “Sanctions Lists” – in particular: a) the EU consolidated list of financial sanctions, b) the United Kingdom consolidated list of financial sanctions, c) the OFAC SDN list (USA), d) the UN Security Council consolidated sanctions list, e) other lists or sanctions regimes applicable to the instruction.
2. GENERAL RULES FOR PRACTISING THE PROFESSION
2.1. The Attorney-at-law acts in accordance with the law in force in the Republic of Poland and in accordance with the rules governing the practice of the attorney-at-law profession (radca prawny).
2.2. The Attorney-at-law may provide exclusively legal assistance (the Services).
3. AGREEMENT AND APPLICATION OF THE GTC
3.1. The Attorney-at-law provides the Services to the Client on the basis of the Agreement, an integral part of which are the GTC.
3.2. The GTC apply to all Services, including additional instructions and continuation of work undertaken by, or on behalf of, the Attorney-at-law, both before and after the Agreement is concluded.
3.3. In the event of any discrepancies between the GTC and the specific terms agreed in the Agreement, the specific terms set out in the Agreement shall prevail.
4. CLIENT’S REPRESENTATIONS
4.1. The Client represents that neither the conclusion of the Agreement nor the provision of the Services requires prior consent of the Client’s corporate bodies or any public administration authority.
4.2. Where such consent is required, the Client represents that it has obtained it before instructing the Services.
5. CONCLUSION OF THE AGREEMENT WITHOUT SIGNATURE AND INSTRUCTIONS
5.1. Any detailed arrangements regarding instructions or projects carried out by the Attorney-at-law should be set out in the Agreement signed by duly authorised representatives of the Parties.
5.2. If the Client does not return a signed Agreement to the Attorney-at-law, the Agreement (together with the GTC) shall be deemed concluded provided that:
5.2.1. the Client submits an instruction/request for the provision of the Services (in any form), and
5.2.2. the Attorney-at-law commences the provision of the Services.
5.3. In the case referred to in clause 5.2, the GTC bind the Parties as of the moment the Services commence.
6. NO EXCLUSIVITY AND INDEPENDENCE
6.1. By concluding the Agreement, the Attorney-at-law does not undertake to provide the Services to the Client on an exclusive basis.
6.2. The Client acknowledges that the Attorney-at-law provides legal services to a diversified group of clients in the broadest range of legal matters and across a wide geographic area.
6.3. The Attorney-at-law provides the Services as an independent contractor. No provision of the Agreement or the GTC creates an employment relationship, agency, partnership or joint venture between the Parties.
7. INSTRUCTIONS AND CLIENT’S COOPERATION
7.1. The Attorney-at-law performs instructions received from persons acting on behalf of the Client (in particular managers and employees), unless the Client instructs otherwise.
7.2. Instructions may be communicated in any form (oral, written, e-mail, etc.).
7.3. The Client shall promptly provide all documentation, information and resources necessary for the proper provision of the Services.
7.4. In particular, the Client shall provide the Attorney-at-law with all correspondence from competent authorities promptly upon receipt (by e-mail, fax or courier), if this may be necessary to perform the Services.
7.5. The Attorney-at-law is entitled to rely on the materials provided by the Client and shall not be liable for non-performance or improper performance of the Services if the loss was caused by:
7.5.1. providing false, misleading or incomplete information or materials, or
7.5.2. failure to provide the required information or documentation in due time.
8. SANCTIONS AND RESTRICTIVE MEASURES (CONTINUING OBLIGATION)
8.1. The Attorney-at-law commences and continues the provision of the Services on the assumption that, at the time of concluding the Agreement and throughout its term, no restrictive measures (sanctions) apply to the Client or to persons/entities related to the Client that prevent or limit the provision of the Services or the performance of the instruction.
8.2. The Client represents that as of the date of concluding the Agreement:
8.2.1. the Client is not included on the Sanctions Lists, and
8.2.2. persons and entities related to the Client, to the extent relevant for the cooperation, are not included on the Sanctions Lists.
8.3. The Client shall use best efforts to promptly notify the Attorney-at-law of any change of circumstances that:
8.3.1. results in sanctions being imposed on the Client or related persons/entities, or
8.3.2. results in inclusion on the Sanctions Lists, or
8.3.3. results in a risk of breach of sanctions regulations in connection with the instruction or its performance.
8.4. Until the Attorney-at-law receives the information referred to in clause 8.3, it is presumed, for the purposes of the cooperation, that no sanctions circumstances described in clauses 8.1–8.2 exist on the Client’s side.
8.5. The Attorney-at-law may suspend the provision of the Services until sanctions doubts are clarified or may refuse/terminate the provision of the Services if required by law or by the rules of practising the profession.
9. AML/KYC
9.1. If, in connection with the instruction, obligations arise for the Attorney-at-law under the Act on counteracting money laundering and terrorist financing, the Attorney-at-law shall apply financial security measures, including identification and verification of the Client and the beneficial owner, as well as ongoing monitoring of the business relationship (to the extent required).
9.2. Upon the Attorney-at-law’s request, the Client shall promptly provide documents enabling the required identification and verification.
9.3. The Client acknowledges that the Attorney-at-law may be required to refrain from providing the Services until AML/KYC requirements are met.
10. STANDARD OF SERVICE
10.1. The Attorney-at-law undertakes to perform the Services with due care required from persons professionally engaged in such activity.
10.2. The Attorney-at-law does not guarantee that the work performed will achieve specific results, nor does the Attorney-at-law guarantee timelines for the performance of the Services, in particular where they depend on actions of third parties (including public administration authorities, institutions and courts).
11. FEES AND TIME RECORDING
11.1. The remuneration for the Services is calculated as the product of the time actually spent on the work and the relevant hourly rate specified in the Agreement.
11.2. The amount of time devoted to a given matter is recorded in the time recording system for the Services.
11.3. Unless the Parties agree otherwise, the Billing Unit is 10 minutes.
11.4. The Parties may agree different remuneration rules in the Agreement; any indicative fee provided by the Attorney-at-law is not final.
11.5. If the Services are performed outside the locality where the Attorney-at-law’s permanent place of business is located, travel time is billed as working time at the applicable rates, unless the Parties agree otherwise.
12. CURRENCY, NET AMOUNTS, CONVERSIONS
12.1. Hourly rates and settlements may be made in different currencies if the Parties so agree.
12.2. Unless the Parties agree otherwise, the settlement currency is PLN.
12.3. Unless the Parties agree otherwise, all amounts are stated as net amounts, to which VAT at the applicable rate (or another tax imposed by law) is added.
12.4. For currency conversions (if needed), the average exchange rate of the National Bank of Poland as of the invoice issue date applies, unless the Parties agree otherwise.
13. EXTERNAL COSTS AND EXPENSES
13.1. The Client undertakes to make external payments such as notarial or court fees, intermediary fees, state fees and others.
13.2. Expenses such as rail and air tickets, taxis, hotels and meals, courier shipments and teleconferences organised with external operators, translations performed by external translators paid by the Attorney-at-law, as well as external fees referred to in clause 14 if paid by the Attorney-at-law, are charged to the Client.
13.3. If the Attorney-at-law incurs a cost/expense in a specific currency, the Client shall reimburse that cost in the same currency, unless the Parties agree otherwise.
14. INVOICES AND PAYMENTS
14.1. As a rule, the Attorney-at-law issues invoices within a monthly billing period, each time at the end of the relevant calendar month.
14.2. The Agreement may provide for other invoicing dates (e.g. at the end of a transaction or stages).
14.3. The Parties may agree on advance payment (in whole or in part). The Attorney-at-law is entitled to request advance payment of the remuneration or costs and external payments before commencing the Services.
14.4. Invoices may be issued to an entity indicated by the Client that will use the Services. The Attorney-at-law is not obliged to change the invoice addressee if the Client does not indicate this before the invoice issue date or if the indicated entity does not sign the Agreement (together with the GTC) with the Attorney-at-law.
14.5. Invoices are payable without any right of set-off or reduction for taxes or other charges. If the Client is legally obliged to withhold withholding tax, the Client shall pay an additional amount necessary for the Attorney-at-law to receive the full amount stated on the invoice.
14.6. Invoices for fees and expenses or external payments are payable within 14 days from the invoice issue date to the Attorney-at-law’s bank account stated on the invoice.
14.7. If an invoice is not paid on time, interest is charged at the rate of twice the statutory interest for delay.
14.8. The Attorney-at-law reserves the right to terminate or suspend cooperation with the Client if fees remain unpaid or costs are not promptly reimbursed.
14.9. The Client authorises the Attorney-at-law to issue invoices without signature.
15. COMPLAINTS AND RESERVATIONS
15.1. If the Client has reservations as to the manner of performance of the Services or as to the Materials, the Client shall submit a complaint within 7 days from:
15.1.1. delivery of the Materials, or
15.1.2. becoming aware of the circumstance forming the basis of the reservations, if it could not reasonably be identified at the time of delivery.
15.2. The complaint should be submitted in writing or by e-mail and include: a) identification of the instruction/matter, b) description of the reservations, c) the requested manner of handling.
15.3. If the Client does not submit a complaint within the time limit under clause 15.1, it is assumed that the Client has no reservations as to the performance of the Service in accordance with the instruction, subject to mandatory provisions of law.
16. CONFIDENTIALITY
16.1. The Parties undertake not to disclose information related to their cooperation and obtained in connection with the provision of legal assistance by the Attorney-at-law under the Agreement, taking into account applicable laws and rules of professional ethics.
16.2. The Attorney-at-law may entrust an external organisation with monitoring the Client’s activities for the purposes of internal risk assessment, provided that such organisation signs a confidentiality and non-use undertaking.
17. MATERIALS AND RIGHTS
17.1. The Materials are intended solely for the Client and no other person or entity is entitled to rely on them.
17.2. If the Client intends to provide copies of the Materials to any other person or entity, the Client should explain that they may not rely on the Materials for any purpose without the Attorney-at-law’s prior written consent.
17.3. The Client has a right and licence to use copies of the Materials for the purpose for which they were prepared, but all copyrights and other intellectual property rights are reserved.
17.4. Rights to the Materials, as well as to any other materials delivered to the Client by the Attorney-at-law, belong to the Attorney-at-law.
17.5. If the Client intends to use the Materials for purposes other than those for which they were prepared, the Client must obtain the Attorney-at-law’s written consent prior to such use.
18. CHANGE OF CONTROL AND OTHER ADVISERS
18.1. The Client shall use due efforts to promptly notify the Attorney-at-law of any change of control over the Client or the holding group to which the Client belongs.
18.2. The Client acknowledges that such information is necessary for the Attorney-at-law, in particular to assess potential conflicts of interest or the impact of such change on the relationship.
18.3. The Client shall use all reasonable efforts to promptly notify the Attorney-at-law of engaging a law firm or tax firm, external legal adviser or tax adviser to provide services similar to the Services provided by the Attorney-at-law.
19. NO OBLIGATION TO UPDATE
19.1. The Attorney-at-law is not obliged to update advice and legal opinions to reflect changes in law or in the practice of its application occurring after they were provided, unless the Attorney-at-law expressly undertakes to do so in the Agreement.
20. LIABILITY
20.1. The Attorney-at-law is not liable for the Client’s decisions, the consequences of such decisions, or losses caused by actions of the Client, its employees or other advisers.
20.2. The Attorney-at-law’s liability is limited to losses suffered by the Client as a result of actions or omissions of the Attorney-at-law and does not include loss of profits.
20.3. In any case, liability related to the Services provided by the Attorney-at-law shall be limited to the amount of remuneration actually paid by the Client to the Attorney-at-law for the part of the Services that gave rise to liability.
20.4. The Client acknowledges that the level of the Attorney-at-law’s remuneration has been set taking into account the liability limitations for the Services.
20.5. If an action taken by the Attorney-at-law at the Client’s express request results in losses incurred by the Attorney-at-law or the Attorney-at-law’s liability towards third parties (including an obligation to indemnify), the Client shall compensate the Attorney-at-law for the loss and hold the Attorney-at-law harmless from liability towards third parties.
21. COOPERATING PERSONS AND THIRD PARTIES
21.1. The Attorney-at-law has the right to entrust performance of obligations under the Agreement to third parties.
21.2. The Attorney-at-law is not obliged to inform the Client of the name and location of a subcontractor.
21.3. The Client agrees that any claims relating to the performance of the Services under the Agreement and the GTC or in connection therewith shall be brought solely against the Attorney-at-law.
21.4. In respect of other persons engaged to perform the Services, no claim shall be brought against any person who performs the Services under the Agreement (regardless of whether such person is an actual or alleged employee, subcontractor or intermediary of the Attorney-at-law).
22. ELECTRONIC COMMUNICATION
22.1. The Parties agree to exchange correspondence and information, including the Materials, also by e-mail.
22.2. The Parties do not guarantee the integrity of e-mail or that correspondence transmitted this way will be free from viruses, interception or interference by third parties.
22.3. Neither Party is liable for any damage that e-mail may cause to the recipient’s systems or data.
22.4. The Parties undertake to apply commercially reasonable procedures to detect known viruses before sending information electronically, while recognising that such procedures cannot guarantee virus-free transmission.
23. ELECTRONIC DOCUMENTS AND ARCHIVING
23.1. The Client consents to the Attorney-at-law storing documents in electronic form.
23.2. The Attorney-at-law undertakes to store full documentation relating to the Services provided to the Client for three years from the end of the calendar year in which the Services were provided to the Client, provided that this period shall not be shorter than required by mandatory provisions of law.
23.3. The Attorney-at-law will not charge fees for retrieving documents from the archive in connection with continuation of an instruction or a new instruction to perform Services for the Client.
23.4. In other circumstances, the Attorney-at-law is entitled to charge fees for reviewing documents in order to carry out the Client’s instructions concerning their storage.
24. MARKETING, COMMERCIAL INFORMATION AND LOGO
24.1. The Attorney-at-law may use the Client’s name and the Client’s logo in marketing materials, documents confirming experience and recommendations only upon obtaining the Client’s prior consent in writing or by e-mail.
24.2. The Client consents to receiving commercial information from the Attorney-at-law by electronic means of communication, including newsletters, to the contact details provided by the Client.
25. CEASING SERVICES AND TERMINATION OF THE AGREEMENT
25.1. The Client may at any time request in writing that the Attorney-at-law cease work on a matter.
25.2. The Attorney-at-law is entitled to cease work on a matter for an important reason, upon prior notification to the Client, and where required by law or the rules of practising the profession – also with immediate effect.
25.3. In particular, the Attorney-at-law may refuse to provide the Services, cease their provision or terminate the Agreement without notice if such action or omission is contrary to Polish law, the rules of practising the attorney-at-law profession or the obligation to maintain professional secrecy, independence, loyalty to the Client, avoidance of conflicts of interest, or where sanctions/AML circumstances arise.
25.4. In the cases indicated in clause 25.3, the Client shall not be entitled to any claims against the Attorney-at-law in connection with the refusal/termination and its effects, and the Client shall be obliged to pay fees, costs and external payments incurred up to the date the Services cease.
26. FINAL PROVISIONS
26.1. If one or more provisions of the Agreement (including the GTC) prove invalid, ineffective or unenforceable, this does not affect the validity and enforceability of the remaining provisions.
26.2. The legal relationship between the Attorney-at-law and the Client is governed exclusively by Polish law.
26.3. Any disputes arising out of the Agreement and the GTC shall be resolved by the common court having jurisdiction over the Attorney-at-law’s registered seat in Warsaw, subject to mandatory rules on court jurisdiction.
26.4. In the event of discrepancies between different language versions of the GTC, the version in the language in which the Agreement was concluded prevails, and if no such language is indicated – the Polish version.
27. PERSONAL DATA
27.1. The Attorney-at-law is the controller of personal data provided in connection with the relationship with the Client.
27.2. Detailed rules for processing personal data are set out in the Attorney-at-law’s privacy policy.