1. The Law Firm Tatyana Koryakina Kancelaria Radcy Prawnego acts in accordance with the laws of the Republic of Poland, as well as with the rules for the fulfillment of professional duties of a legal counsel legal counsel's professional duties ("Legal Advisor"). The Legal Advisor may provide exclusively legal assistance ("Services").
2. The Legal Advisor provides Services in favor of third parties ("Clients") on the basis of a written contract for the provision of legal assistance legal assistance ("Contract"), of which these general terms and conditions ("General Terms and Conditions") form an integral part. The General Conditions shall apply to all services, including ancillary orders and continuing work undertaken by or on behalf of the Legal Adviser both before and after the conclusion of the Contract. In the event of any discrepancy between the General Terms and Conditions and the special terms and conditions agreed in the Contract, the special terms and conditions stipulated in the Contract shall be binding.
3. In the General Terms and Conditions, the Legal Advisor and the Client are also jointly defined as "Parties". The Client declares that neither the conclusion of the Contract nor the provision of certain Services in favor of the Client requires the prior consent of the Client's body or a public administration authority. Where such consent is required, the Client declares that such consent has been obtained.
4. All specific rulings concerning orders or projects carried out by the Legal Advisor in favor of the Client should be defined in the Contract, duly duly signed by authorized representatives of the Client and the Legal Advisor. If the Client fails to return the signed Agreement to the Legal Advisor, the Agreement (together with the General Terms and Conditions) shall be deemed to have been concluded by the Parties if the Client applies for the provision of the Services, and the Legal Advisor shall commence their performance.
5. By entering into the Contract, the Legal Advisor does not undertake to provide any Services in favor of Client on principle of exclusivity. The Client accepts that the Legal Advisor provides legal services to a diverse group of counterparties on the widest range of legal issues and that the geography of services is very extensive.
6. The Legal Advisor shall perform the Services for the benefit of the Client as an independent contractor. None of the provisions set forth in the Contract and the General Terms and Conditions does not result in the creation of an employment relationship, a relationship between the principal and agent, a company or a joint enterprise between the Legal Advisor and the Client.
7. The Legal Advisor shall execute assignments received from the Client's managers and employees, unless the Client instructs otherwise. The Legal Advisor may execute instructions given in any form (verbal, written, e-mail, etc.). The Legal Advisor shall commence the provision of its Services on the assumption that no restrictive measures (sanctions) have been imposed on the Client and the entities and persons related to the Client, in particular, that neither the Client nor the entities and persons related to the Client have been entities and persons are not included on the following lists: (i) the EU Consolidated List of Individuals, Groups and Entities Subject to Financial Sanctions, (ii) the UK Treasury Department's Consolidated List of Financial Sanctions, (iii) the U.S. Treasury Department's Office of Foreign Assets Control Special Categories and Blocked Persons List, (iv) the UN Security Council Consolidated Sanctions List, (v) the U.S. Treasury Department's Consolidated List of Sanctions (the "Sanctions Lists"), and assuming that the subject matter is provided by the Client, the Client shall make all reasonable efforts to immediately notify Legal Counsel of any change in circumstances as a result of which restrictive measures (sanctions) have been imposed on it or its related entities and persons. Client will use all reasonable efforts to notify Legal Counsel immediately of each change in circumstances that results in restrictive measures (sanctions) being imposed on it or its related entities and persons or that results in a listing on the Sanctions Lists or that results in a violation of the provisions relating to restrictive measures (sanctions). The Client understands that such information is of great importance to Legal Counsel, in particular in terms of assessing the impact of such a change on the relationship. In addition to the foregoing, pursuant to the legally binding provisions of the Money Laundering and Terrorist Financing Prevention Act, the Legal Advisor is obliged to apply financial security measures and to carry out identification and verification of the Client's identity, to carry out beneficiary identification procedures and to take justified actions to verify the identity of the Client, to assess the economic relationship and, as the case may be, to obtain information about the Client's goals and intentions, as well as to carry out ongoing monitoring of the Client's economic relations. In connection with the foregoing, the following shall apply upon the Legal Advisor's request, the Client shall immediately provide documents that provide the required identification and verification. The Client takes note of the fact that in case of the above identification and verification procedure, the Legal Advisor may have to refrain from providing the Services until financial security is ensured.
8. The Legal Advisor undertakes to perform the Services with the due diligence required of persons professionally engaged in such activities. The Legal Advisor does not guarantee that the work performed will produce certain results, in particular the Legal Advisor does not guarantee the timeframes for the performance actions taken by third parties, including the following bodies public administration, institutions and the courts.
9. The Client shall promptly provide any documentation, information and resources necessary for the proper performance of the Legal Advisor's Services under the Contract and resources necessary for the proper performance of the Legal Advisor's Services under the Contract. In particular, the Client will provide Legal Counsel full correspondence from the relevant authorities immediately upon receipt, by e-mail, fax or courier, as may be necessary for the performance of the Services. The Legal Advisor shall be entitled to rely on such material transmitted by the Client and shall not be liable for non-performance or improper performance of the Services if damage has been caused by the transmission of false, misleading or incomplete information or material, or the failure to transmit the required information of documentation in an appropriate and in a timely manner.
10. Remuneration for Services shall be calculated as the product of the time actually spent on the work of the Legal Counsel and the respective hourly rate specified in the Contract. The amount of time devoted to the matter shall be recorded using the time recording system of the Services provided. The hourly rates are stated in Polish zloty (PLN) or in euros (EUR).
11. It is possible to agree other fee solutions individually in the Contract, and the indicative fee determined by the Legal Counsel shall not be final remuneration determined by the Legal Advisor shall not be final. If the Services are performed outside the city in which the Legal Advisor's permanent place of work is located, then the travel time will be charged as working time in accordance with the relevant hourly rates.
12. If the Client considers it necessary for a third party to be involved in an order entrusted to the Legal Advisor (whether in a consortium or otherwise), then to the extent possible, the Client will establish a legal agreement with the Legal Counsel legal relationship directly with such third party and the Legal Advisor shall not be liable for services performed by such third party. If such third party is engaged by the Legal Advisor on behalf of the Client, then the Legal Advisor shall not be liable for the services rendered by such third party.
13. Legal Counsel has the right delegate the fulfillment of her obligations under the Agreement to third parties. The Legal Advisor shall not be obliged to inform the Client to inform the Client about the name and location of the subcontractor. The Client agrees that all claims regarding the performance of the Services under the Contract and the General Terms and Conditions or in connection with the performance thereof shall be filed against the Legal Advisor against the Legal Advisor, in turn with respect to other persons engaged for the performance of Services under the Contract (whether actual or prospective employees, subcontractors or intermediaries of the Legal Advisor) will not be subject to any claim.
14. The client undertakes to make his own external payments, such as notary or court fees, intermediary fees, state fees and others.
15. Expenses such as rail and air tickets, cab fares, hotels and meals, courier packages and teleconferences organized with external operators, translations by external translators paid by the Legal Advisor, as well as external fees referred to in c/u paragraph 16, if paid by the Legal Advisor, will be charged to the Client.
16. As a general rule, the Legal Counsel shall issue invoices for fees and expenses incurred and external payments in a monthly billing period, each time towards the end of a given calendar month. The contract may provide that invoices will be issued at other times, for example, at the end of a transaction or phases related to particular phases of a transaction or dispute. In addition, the parties may agree that full or partial payment of the remuneration for the Services will be made in advance and the Legal Advisor is entitled to request payment in advance of the remuneration or costs and external payments prior to the commencement of the performance of the Services.
17. Invoices may be issued to an entity specified by the Client who will be using the Services provided by the Legal Advisor. The Legal Advisor shall not be obliged to change the addressee on an invoice if the Client does not specify before the date of issuance of the invoice other addressee and that person does not sign a Contract (together with the General Terms and Conditions) with the Legal Advisor. Invoices of the Legal Advisor will be paid without the right to set-off or reduction for taxes or other encumbrances. If the Client is legally obliged to set off or deduct tax at source, in such case the Client will pay such additional amount as is necessary for Legal Counsel to receive payment of the full amount invoiced by Legal Counsel.
18. Remuneration will be paid in Polish zloty (PLN) or in euros (EUR). For currency conversion purposes, the average exchange rate of the National Bank of Poland on the date of the invoice shall be used. The remuneration will be increased by the goods and services tax at the mandatory rate or other tax levied by law. Invoices for fees and expenses or external payments shall be paid within 14 days from the date of the invoice to the Legal Advisor's bank account indicated on the invoice. The Legal Advisor reserves the right to terminate or suspend its cooperation with the Client if the fees remain unpaid or the costs incurred are not promptly refunded. Invoices that are not paid on time, will be charged interest at the rate of double the legal interest for late payment. The client authorizes Legal Counsel to issue invoices without a signature.
19. The parties undertake not to disclose information relating to their cooperation and obtained in connection with in connection with the provision of legal assistance by the Legal Counsel in accordance with current legislation rules of professional ethics. Legal Counsel may entrust an external organization to monitor the acts of the Client for the purposes of the Legal Advisor's internal risk assessment. The Legal Advisor will only issue such an assignment if such organization signs a non-disclosure undertaking undertaking not to use or reveal any information of which it becomes aware as a result of such monitoring.
20. The reports, notes, letters, information and opinions provided by the Legal Advisor to the Client in the course of the performance of the order ("Tangible Outputs of Services") shall be for the sole benefit of the Client and no other person or entity shall be entitled to rely on them. Therefore, if the Client wishes to provide copies of the Tangible Outputs of Services to another person or entity, the Client shall make it clear to them that they may not refer to the Tangible Outputs of Services for any purpose whatsoever without the prior written consent of the Legal Advisor.
21. Customer shall have the right and license to use a copy of the Tangible Results of the Services for the specific purpose for which they were prepared, but all copyright and other intellectual property rights proprietary rights in the Tangible Outputs of the Services, as well as in any other material provided by Legal Counsel to the Client, shall belong to Legal Counsel. If the Client intends to use copies of the Tangible Outputs of Services or other materials for purposes other than those for which they were prepared, the Client must obtain the written consent of Legal Counsel before using them.
22. Client will make every reasonable effort to notify Legal Counsel promptly of each change in control
over the Client or the holding group to which the Client belongs. The Client acknowledges that such information is necessary for the Legal Advisor, in particular for the purpose of assessing a potential conflict of interest or the impact of such a change on the relationship. In addition, the Client will use all reasonable endeavors to promptly notify the Legal Advisor of the engagement of a law or tax firm, outside counsel or tax advisor to provide services similar to those provided by the Legal Advisor.
23. The Legal Adviser is not obliged to update its advice and opinions to take account of changes in the law or its application that will occur after they have been given, unless the Legal Adviser expressly undertakes to do so in the Contract.
24. The Legal Advisor is not liable for the Client's decisions, the consequences of those decisions, or for losses caused by the action of the Client, his employees or other advisors.
25. The Legal Advisor's liability shall be limited to losses caused to the Client as a result of actions taken or omissions by the Legal Advisor and shall not extend to lost profits. In any case, the liability related to the Services rendered by the Legal Advisor will be limited to the amount of fees actually paid to the Legal Advisor by the Client for the part of the Services that gave rise to the liability. The Client acknowledges that the amount of the Legal Advisor's fees has been determined with due regard to the limitations of the Legal Advisor's liability for the Services provided.
26. The Legal Advisor shall only have an obligation in this case to a particular Client, who shall transmit instructions to the Legal Advisor. The Legal Advisor shall have no duty or liability to any other person in connection with any matter, even if the purpose of the Client's instruction is that another person should benefit from the Services. The Client undertakes to notify the Legal Advisor if he consents or is requested to consent to the limitation of liability of another advisor of the Client in connection with a matter in which the Legal Advisor also provides Services. The Client agrees and declares that the Legal Advisor's liability will not increase as a consequence of the limitation or exclusion of liability to which the Client has agreed in relation to third parties (in particular another advisor), or the Client's inability to obtain compensation from such third parties, or the Client's decision to waive compensation from third parties.
27. If an action taken by the Legal Advisor at the insistent request of the Client results in losses incurred by the Legal Advisor or the Legal Advisor's liability to third parties (up to and including indemnification obligations), the Client shall indemnify the Legal Advisor for the losses incurred by the Legal Advisor and release the Legal Advisor from liability for obligations to third parties.
28. The Parties agree to exchange correspondence and information, including Material Results of the Services, also by e-mail. The Parties do not guarantee the inviolability of e-mail, nor do they guarantee that correspondence transmitted in this way will be free from viruses, interception or interference by third parties. Neither Party shall be liable for any damage that e-mail may cause to the recipient's system or data. In particular, the Parties shall not be liable for any incorrect or incomplete transmission of information contained in such correspondence. The Parties undertake use commercially reasonable commercially reasonable procedures for detecting the presence of known viruses before sending information electronically, but understand that these procedures cannot guarantee that the transmission will be free of viruses.
29. The Client consents to the Legal Advisor storing documents in electronic form. The Legal Advisor undertakes to keep complete documentation on the matter of the Services rendered in favor of the Client for three years from the end of the calendar year in which the Services were rendered in favor of the Client. The Legal Advisor shall not charge fees for restoring documents from the archive in connection with a continuing order or a new order for Legal Counsel to perform Services for the benefit of the Client. However, in other circumstances the Legal Advisor may charge for reviewing documents in order to comply with the Client's instructions regarding their retention.
30. The provision of the Services by the Legal Advisor itself in favor of the Client not be regarded as confidential information and the Legal Advisor is entitled to disclose this fact to other clients, potential clients and third parties. The Client agrees that the Legal Advisor shall use the name of the Client and basic information on the subject of the Services rendered in its favor in advertising and basic information on the subject of the Services rendered in its favor in advertising materials and other publications.
31. The Client consents to receiving commercial information from the Legal Advisor by means of electronic communication, including the receipt of newsletters. This consent applies to all forms provided by the Client
electronic communications, in particular e-mail addresses.
32. The Client, as the holder of the Protected Rights, consents to the use of the Client's logo by the Legal Advisor in marketing materials designed to promote the Legal Advisor's services, documents of experience, and recommendations. Client's copyrighted logo (in accordance with the understanding of the law on copyright and related rights) and/or a registered trademark (in accordance with industrial property law) may be used provided that the form in which it is used does not violate the good name of the holder of the protected rights, and in no way violates good morals or is used to the detriment of the Client.
33. The General Terms and Conditions may be referred to not only by the Legal Advisor, but also by every person employed or otherwise engaged by the Legal Advisor, as well as by long-time employees and collaborators of the Legal Advisor and their heirs.
34. The Client may at any time request the Legal Advisor in writing to stop working on the case. The Legal Advisor shall be entitled to stop working on the case on its own initiative only for a valid reason, having notified the Client thereof in advance. In particular, the Legal Advisor may refuse to provide the Services, cease to provide them or terminate the Contract without notice if such action or inaction is contrary to Polish law, the rules for the performance of the duties of a legal advisor, lawyer or tax advisor or the Legal Advisor's duty to maintain the confidentiality of the Client's information confidentiality and professional secrecy, independence, loyalty to the Client, as well as the duty to avoid conflicts of interest, as well as in the following cases in case the Client or a related entity or person appears on one of the Sanctions Lists or circumstances have arisen which justify the inclusion of these entities in the Sanctions Lists [or the subject matter of the Services rendered may violate the provisions in the field of restrictive measures (sanctions). If the Legal Advisor refuses to provide the Services, ceases to provide them or terminates the Contract for the above reasons, the Client shall not be entitled to make any claims against the Legal Advisor in connection with such refusal, cessation or termination of the Contract and their consequences, and the Client shall be obliged to pay to the Legal Advisor the fees, costs and external fees incurred up to the day of termination of the provision of the Services by the Legal Advisor.
35. In the event that one or more provisions of the Contract, including the General Terms and Conditions, prove to be invalid, inoperative or unenforceable, then regardless of the reason, this shall have no effect on validity, validity and enforceability of the remaining provisions of the Contract (including the General Terms and Conditions).
36. The legal relationship between the Legal Advisor and the Client will be subject exclusively to Polish law.
37. Subject to the second sentence of this clause, all disputes under the Contract and the General Conditions between the Legal Advisor and the Client shall all disputes between the Legal Advisor and the Client shall be settled by the Arbitration Court at the State Economic Chamber in Warsaw, in accordance with the Rules of this Court in force on the day of filing a claim in accordance with the Rules of this Court in force on the date of filing the claim. Cases concerning the payment of amounts due to the Legal Advisor
remuneration, cost recovery or external costs, paid by the Legal Counsel will be considered by the court of general jurisdiction having jurisdiction over the location of the Legal Counsel.
38. In case of disagreement between the different language versions of the General Conditions, the meaning of these terms, wording and definitions in the language in which the Contract was concluded shall be decisive and definitions in the language in which the Contract was concluded.
39. The Legal Advisor is the administrator of the personal data provided in connection with the client relationship. Data processing is necessary for the fulfillment of the contract and legal obligations (Art. 6 par 1 point b and c GDPR). The data may also be used for contact purposes, including providing information about changes in regulations and practices of authorities and other matters, including by sending newsletters (Art. 6 par. 1 point f GDPR). Data may be shared with persons through whom Legal Counsel fulfills the specified purposes, including entities supporting the IT infrastructure. The provision of data is voluntary and is a requirement for the conclusion and implementation of the contract. Objection to data processing, requests for access to data, rectification, deletion, restriction of processing and transmission is permitted. The data is stored for the duration of the contract and after its completion for the period arising from the archiving and limitation provisions. The data is processed on the basis of (Art. 6 par. 1 point f GDPR) and retained until objections are raised.