AGREEMENT ON LEGAL SERVICES
General Terms and Conditions
1.1. These general terms and conditions (“General Conditions”) together with special conditions (“Special Conditions”), when they are concluded, shall constitute Agreement on Legal Services (“Agreement”) between Law firm Zaleckas (“Firm”) and the Client (any person using services and a party to the Agreement).
1.2. The Special Conditions shall prevail over these General Conditions. The Client is considered to have accepted the General Conditions by signing or any way (e.g. by email) accepting Special Conditions, or using Firm‘s services by signing (accepting) engagement letter or Firm‘s offer for legal services, or by any other means requested to provide services.
2. SERVICES AND CLIENT’S INSTRUCTIONS
2.1. The Firm shall be an adviser to the Client and its legal representative. Legal services shall be provided to the Client upon request and by order of the Client, or by the Firm on its own initiative provided there is a prior consent of the Client thereto.
2.2. Legal services provided by the Firm shall comprise provision of legal consultations, drafting documents bearing relevance in law, representation of the Client in legal matters in state and other institutions and when keeping legal relations with other natural persons and legal entities, including drafting and signing of the Client’s documents. The Firm’s role is to provide legal advice only and not (unless the Firm and the Client agree otherwise in writing) to provide advice on the commercial or financial wisdom of any matter, or advice on valuation, accounting and tax matters.
2.3. Legal services could be provided and communication with the Client performed verbally at meetings, by phone or in writing by letters or e-mail and by other technological means (e.g. WhatsApp, Viber). The Client is aware of the risks associated with electronic communication: messages may be delayed or lost, confidential and personal information may be intentionally or unintentionally modified, deleted or disclosed to third parties. The Firm is not liable for the risks related to electronic communication of digitally formatted information, provided that the Firm has taken all reasonable precautions to avoid such occurrences.
2.4. The Client will promptly provide the Firm with complete and accurate information in a timely manner as necessary for the provision of legal services. The Client will provide documents and guidance necessary for the performance of the assignment, and will co-operate with the Firm as necessary. The Firm in any event shall rely on the completeness and accuracy of the information and documents received from the Client.
2.5. The Firm will assume that any of the Client’s directors, employees and representatives who give an assignment to the Firm are authorised to do so and that the Firm may act on an assignment (including given orally).
2.6. Unless otherwise agreed, after the completion of the Client’s assignment, the Firm shall have no obligation to update or amend any advice, documents or other materials produced as a result of legal services to reflect the change in laws, case law or factual circumstances, or for any other reason.
2.7. Under this Agreement, legal services may be also provided by other attorney‘s, assistant‘s to attorney at law, consultants and employees of the Firm.
2.8. The Firm, when commissioned or requested by the Client to provide legal services, may without delay, but not later than within 7 (seven) business days of the commission or request, refuse to provide legal services by notifying the Client of its refusal.
2.9. The Firm and its associated offices (if any) in other jurisdictions are providers of legal services for a multitude of clients in various industries and the Client understands that the Firm or its associated offices in other jurisdictions may have rendered, are rendering or will render in the future services to other clients whose interests may potentially be in conflict with the Client’s interests. The Firm’s obligations to avoid any direct conflict of interests shall apply only in respect of each particular assignment or project of the Client in one particular jurisdiction as set out by a local Bar Association rules during the validity term of this Agreement and shall not apply after its expiration.
2.10. All intellectual property rights in materials prepared by the Firm during the fulfilment of the Client’s assignment shall belong to the Firm.
3. LEGAL FEES AND PAYMENT THEREOF
3.1. Fees for the legal services provided by the Firm hereunder shall be set taking into account the nature of work, its complexity, scope, schedule of legal services and other significant circumstances.
3.2. All legal services, including legal advice and services provided at meetings, by phone, e-mail as well as other professional services, shall be remunerated unless the parties agree otherwise.
3.3. Unless agreed otherwise, the Client undertakes to pay to the Firm the legal fee for each hour of legal services. The Client undertakes to pay value added tax (VAT) if such tax is specified in the invoices issued by the Firm.
3.4. The fee estimates are based on the information the Firm has at the time, and are merely indicative and cannot be considered as fixed amounts or caps. The Firm reserves the right to revise the fee estimate as the assignment develops, the assignment timeline, amount or scope of work exceeds original estimates, or the underlying information or original assumptions change or become redundant.
3.5. The Client undertakes to pay ½ of the hourly rate for the each hour spent by the Firm and its personnel travelling, waiting and other time during which the legal services are not provided, but which is spent for the performance of the Client’s assignment outside the Firm’s premises.
3.6. All travel and administrative expenses relating to the provision of legal services, including, but not limited to travel, translation, postal, documentation, phone calls, collection of information, copying and litigation expenses, notary fees and state or municipal dues and levies shall be added to the amount payable for the provided legal services.
3.7. The Client shall be invoiced on a monthly basis or after completion of the respective assignment, depending on what happens first. The Client shall pay the invoice not later than within 10 (ten) calendar days of the invoice issue date. The payment is considered made when money are credited to the bank account indicated by the Firm. The Firm shall send invoices in an electronic format (e.g. PDF, Word or Excel) (without physical signature) to the e-mail address indicated in the Special Conditions or other specified email by the Client. The Firm reserves the right to outsource the financial accounting as well as distribution of invoices to any third-party service providers.
3.8. Criticisms or claims as to the scope and quality of the services rendered by the Firm or the invoice amount shall be delivered by the Client to the Firm by e-mail no later than within 10 (ten) calendar days of the invoice issue date. After this period, it is considered that the services were rendered properly.
3.9. Should the Client fail to make timely payments according to the submitted invoice, the Firm may demand default interest payment. The default interest charged shall be 0,05% of the amount outstanding for each day of delay. In such case, the Firm may also terminate or suspend provision of its legal services and demand payment for all the work done or terminate the Agreement. The termination of the legal services or the Agreement shall not release the Client from further performance of its unfulfilled obligations. The Firm may also initiate debt recovery procedures or assign claim for the debt to a third party.
3.10. In certain cases, before commencement of legal services, the Client will have to perform an advance payment.
3.11. The Firm may unilaterally change the hourly rate. In that case, the Firm shall inform the Client about this at least 30 (thirty) calendar days prior to the new hourly rate coming into force. Both parties shall have the right to unilaterally terminate the Agreement if the new hourly rate is unacceptable to the Client.
3.12. All the payments shall be made in Euro to the bank account indicated by the Firm. All bank, currency exchange, payment and other fees are covered by the Client.
4.1. The Client may not disseminate, copy for the purpose of dissemination or otherwise disclose the information received from the Firm to any third party without a prior written consent of the Firm.
4.2. The Firm may not disclose to any third party any information received from the Client if such information is specially marked as confidential or if the Client has confirmed in writing that such information is confidential unless the disclosure is permitted by the Client, the information is already in the public domain, the disclosure is made to third persons involved in the processes to which the Firm‘s services relate (e.g. banks, notaries, translators, etc.), the disclosure is made to other external advisors of the Client who are working on the same assignment or the disclosure is imposed by applicable mandatory laws and/or professional rules of conduct.
5. PREVENTION OF MONEY LAUNDERING AND TERRORISM FINANCING
5.1. The Client hereby acknowledges that it is aware of the fact that all attorneys and lawyers as professional advisers are obliged to abide by the applicable rules on prevention of money laundering and terrorism financing, that the Firm is obliged to inform the respective authorities of certain transactions performed in cash or that could involve money laundering. If it becomes necessary to make a money laundering disclosure while the Firm is acting for the Client, the Firm may not be able to inform the Client that a disclosure has been made or of the reasons for it. In order to comply with the law, the Firm must obtain from the Client evidence of the Client’s identity as soon as practicable. Thus, the Client must provide the Firm upon its request with documents based on which the Firm would be able to verify the Client’s or the Client’s representative’s identity and address as well as other information as required by law. The Client also acknowledges that the Firm may forward relevant information to credit institutions should credit institutions request such information to carry out anti money laundering and terrorism financing checks.
6. DATA PROTECTION
6.1. The Client is informed that on the ground of performance of the Agreement, performance of the obligations established in legal acts and legitimate interest, the Firm, as the data controller, will process personal data of the Client, representatives of the Client and other persons, which are related to the Client’s assignment, for the purpose of provision of the proper legal services. Personal data received during the provision of the legal services may be provided to courts, state institutions, service providers and other persons, when it is necessary for the performance of the Firm’s obligations stemming from the Agreement or legal acts.
6.2. The Client confirms that is informed about its right: to ask the Firm to get acquainted with its personal data and amend, delete or restrict processing of such data; the right to object to processing of its personal data (when the data is processed on the ground of consent or legitimate interest); also, in certain cases, the right to data portability, and the right to file a complaint to the State Data Protection Inspectorate.
6.3. Personal data of the Client will be processed until the end of the Agreement or longer if longer period of storing of such data is established by laws and (or) other legal acts.
6.4. The Client understands that, under the law, the Firm may not be able to provide legal services fully if certain personal data is not provided.
7.1. The Firm shall be liable under the Civil Code of the Republic of Lithuania for the damages incurred by the Client due to illegal actions of the Firm made while providing legal services. Fault of the Firm is a necessary pre-condition of liability.
7.2. The amount of civil liability of the Firm relating to the provision of legal services may not exceed the double amount of the legal fees paid by the Client for legal services provided in any particular case or assignment. In any event, the Firm shall be liable only for the Client’s direct financial damage actually caused to the Client upon performance of the assignment. The Firm shall not be liable against third parties for actions on behalf of the Client and shall not be responsible for indirect damages, profits not received or other losses. The limitation of liability shall not apply in cases and to the extent where limitation of liability is not allowed pursuant to the governing law.
7.3. The limitation period to defend the violated rights of the parties arising hereunder shall be 1 (one) year.
7.4. The Firm shall not be liable for the nonconformity of information provided by the Client with real facts or if the Client discloses information only in part.
7.5. If the legal services hereunder upon request or consent of the Client are provided in liaison with third parties, the liability of the Firm for any loss, damage, cost or expense incurred by the Client arising directly or indirectly out of the act or omission of any third party is excluded.
8.1. The Client hereby gives its consent for the Firm to refer to the Client as a client of the Firm in the descriptions of the activities of the Firm, and the Firm is entitled to provide the Client’s name and a brief high level description of the assignment (project, case) in situations where it is required or advisable to demonstrate experience, such as preparation and submission of offers or proposals for legal services, presentations to potential clients or prospective co-operation partner firms (law firms), submissions to legal directories, other persons evaluating (ranking) law firms, and in similar circumstances.
8.2. The Client further specifically consents, that the Firm may use Client’s name and company’s trademark or logo to demonstrate its experience in its promotional material.
8.3. With respect to transactions, cases and other assignments, that have become public, the Firm is entitled to make public its involvement with the indication of its role on the Client’s behalf in such assignment.
9.1. The Firm may terminate this Agreement at any time in the event of non-cooperation, lack of mutual trust, suspicion of money laundering or non-payment, or for other justifiable reasons. The Client may also end this Agreement at any time. The Client shall pay to the Firm part of its legal fees pro rata to the legal services provided and shall compensate other reasonable expenses incurred by the Firm in its efforts to discharge its obligations under the Agreement prior to the termination.
9.2. If the legal services are not provided to the Client for 6 (six) or more months under this Agreement, the Agreement (without an additional notice of the parties to each other) ceases automatically after 6 (six) months from the day of provision of the last services unless the parties agree otherwise.
9.3. The Firm has a right to unilaterally amend these General Conditions from time to time. The Firm will publish the latest version the General Conditions on its website www.zaleckas.com. Amendments to the General Conditions become effective with respect to the relationship with the Client as of the date of the first instruction from the Client given after the date the Client was put on notice of the amendments.
9.4. This Agreement shall be governed by the laws of the Republic of Lithuania.
9.5. All disputes of the Parties shall be settled by negotiations. In the case of the failure to settle the dispute by negotiations, disputes where the monetary value of the principal claim is less than EUR 50 000 are settled by courts and the parties agree that the venue of such courts shall be Vilnius, Republic of Lithuania (the agreed territorial jurisdiction), and disputes where the monetary value of the principal claim is EUR 50 000 or over are settled by the arbitration in Vilnius Court of Commercial Arbitration in accordance with its rules. The number of arbitrators shall be three. The venue of arbitration shall be Vilnius, Lithuania. The language of arbitration shall be Lithuanian.
Published on 15 April 2020.