General Conditions for the Provision of Legal and Tax Advisory Services
1. Introductory Provisions. The General Conditions for the Provision of Legal and Tax Advisory Services (“GCS”) set out the terms and conditions for the provision of legal and tax advisory services to the client (“Client”) by Solivan B. Miszkurka, J. Chabocka, Adwokaci i Radcy Prawni spółka partnerska (“Law Firm”). The provision of services consists in particular of preparation of opinions and analyses, drafting agreements and other documents, provision of legal or tax advices, representing clients in negotiations with contracting parties and in court and administrative proceedings (“Services”).
Conclusions reached as part of the Services reflect all changes in the legal regime published until the opinion date, assuming that such changes will enter into force. The legal regime and judicial decisions on which we base our conclusions may change after the date on which the relevant opinion is issued, which may affect such opinion. Unless the Client expressly requests so, the Law Firm will not be obliged to update its opinion to reflect the above-mentioned changes.
2. Law Firm Team. In justified cases, in furtherance of the Client’s interests, the Law Firm may also entrust certain Services with lawyers and tax advisors cooperating with the Law Firm and not employed by the Law Firm on a permanent basis, or foreign law firms having appropriate qualifications. In such case the Law Firm will be responsible for the right choice and the accuracy and quality of the work performed by such lawyers and tax advisors, except when the Client enters into agreements directly with the above-mentioned entities.
3. Copyrights. The Law Firm retains all copyrights and other intellectual property rights to legal opinions, documents, analyses, know-how, etc., prepared as part of the Services. Information provided as part of the Services may only be used by the Client for its internal needs and within its business activity, unless the Law Firm has granted its written consent to their conveyance or unless such information was prepared in order to be made available to third parties. In the event of any claims asserted by any third party in connection with the provision of Services, as a result of any breach of the above-mentioned restriction by the Client or any of its employees, the Client will indemnify the Law Firm and its staff from and against any and all liability arising from such claim and any and all costs and expenses
(including the fees for legal services and reimbursement of expenses related thereto) in this respect.
4. Liability. The Client is responsible for making available to the Law Firm the relevant data and information and for giving the Law Firm the necessary time to analyze it as part of the Services, as well as for its reliability, accuracy and completeness. The Law Firm is not liable for any failure to perform or improper performance of the Services, if it is due to a force majeure event or is caused by any untrue, inaccurate or incomplete information being provided by the Client, and persons acting on behalf of or at the instruction of the Client. The Law Firm is not obliged to verify the authorization of any person to assign and accept the results of the Services. The Law Firm is not liable for any consequences of the Services, if after the completion thereof any change of the applicable laws or their interpretation by the competent courts and authorities occurs. The Law Firm will be liable for the actual damage suffered by the Client, excluding any lost profits. In the event of any claim asserted against the Law Firm by a third party as a result of any untrue representation being made, whether intentionally or unintentionally, or any data being omitted from any representations and warranties provided or approved by the Client or persons acting on its behalf, the Client will indemnify the Law Firm and its staff from and against any and all liability arising from such claim and any and all costs and expenses (including to the fees for legal services and reimbursement of expenses related thereto) in this respect. The indemnity obligation will not apply, if any such claim arises from any damage caused by the Law Firm by its willful misconduct. If the Client provides the Law Firm with any untrue or incomplete information, or conceals or refuses to provide any required information, the Law Firm will not be responsible for the reliability of the Services being rendered. The Client is obliged to provide the Law Firm with an original document whose copy is to be certified by the Law Firm’s associate or partner as a true copy of the original as part of the Services. If, as may be required by the circumstances, the Law Firm relies on the results of any works performed by any third parties at the Client’s request, then the Law Firm will not be liable for the quality, correctness and accuracy of such works.
5. Fees/Expenses. The Law Firm is entitled to remuneration for the Services. Such remuneration will be determined on a lump-sum basis or will be calculated based on an hourly rate. If no fixed remuneration is agreed, the fee based on hourly rates will be calculated for each hour spent to provide services, unless otherwise agreed by the parties. The Law Firm’s fee may also be calculated based on factors other than the time spent on the Services, e.g. a success fee. If in order to properly perform the Services it becomes necessary to incur any expenses (e.g. court fees, stamp duties, notary fees, courier and mailing costs, translation costs, travel expenses, photocopying costs, etc.), the Client will be obliged to reimburse the expenses incurred by the Law Firm.
6. Confidentiality. The parties undertake to keep confidential all information about the fact that the agreement was concluded and about the provisions thereof. The Law Firm undertakes to keep confidential all information received from the Client in connection with the provision of the Services. The above-mentioned restriction does not apply to any information: (i) which the Law Firm will be required to disclose by the applicable laws or professional standards, (ii) which are presently, or will become in the future, known to the general public, (iii) which are presently, or will become in the future, known to the Law Firm without breaching this confidentiality clause, (iv) which will be obtained by the Law Firm from other sources, (v) which the Law Firm is required to properly perform the Services. The Client authorizes the Law Firm to use its name in offers, information and advertising materials, client lists and on the Law Firm’s website.
7. Termination of Contract. The Client is entitled to terminate the Contract at any time. The Law Firm has the right to receive remuneration for the hours worked which have not been settled and expenses incurred and payable until the date of termination of the Agreement (including subcontractors’ fees). If the Law Firm exercises the termination right as a result of the Client’s failure to make any payment, it will not be liable for any damages, costs and expenses arising from the termination of the agreement. To the extent permitted by the applicable laws and professional standards the Law Firm has the right to suspend or stop rendering the services until any overdue payments arising from the issued invoices are made. Despite the fact that the agreement is terminated or otherwise expires, the provisions of points 4, 6, 13 of GCS will continue in force.
8. Electronic Communications. The Client can also place orders for Services orally or by email. In the event of any order placed orally or using electronic mail, the Client, at the Law Firm’s request, will confirm the order in writing. The Law Firm will not bear any liability for any risk involved in electronic communications, and in particular it will be liable for any damage suffered by the Client as a result of any message sent by email being intercepted, damaged, destroyed or delayed. The Client may request that information be exchanged in another manner and such request will be binding upon the Law Firm.
9. Tax Advisory Services. The Law Firm will not be liable for any tax consequences which may be connected with the Services, unless tax advisory services are encompassed by the scope of Services.
10. Force Majeure. Neither party will be liable for any delay in performance of the Contract due to any reasons beyond the parties’ reasonable control, including but not limited to: fire or any other casualty, computer system failure, strike, labor dispute, war, terrorist attack, any commonly binding laws being promulgated or any court verdict or administrative decision being issued.
11. Assignment. Neither party may assign any rights or obligations arising from the agreement without the other party’s prior written consent.
12. Severability Clause. If any provision of the agreement or these GCS is deemed invalid, ineffective or unenforceable, it will not in any way affect the validity, effectiveness and enforceability of the other provisions of the agreement and/or GCS.
13. Documentation. At the Client’s request, the Law Firm will prepare and deliver to the Client a copy of the documentation concerning the Services provided under the agreement. The costs of preparation and delivery of a copy of the documentation will be borne by the Client. At the Client’s request, the Law Firm will hand over all original documents which are in the Law Firm’s possession and are related to the provision of the Services. However, the Law Firm can make and keep copies of such documents. After the Services are completed, the Law Firm is not obliged to store copies of documents related to the provision of Services.
14. Final Provisions. The agreement, GCS and the Services will be governed by Polish law. All disputes arising from or in connection with the Contract will be resolved by a court having jurisdiction over the registered office of the Law Firm. All amendments to the agreement and GCS must be made in writing in order to be valid. Any amendments to GCS made by the Law Firm should be delivered to the Client in writing or by e-mail. The amended GCS will enter into force upon the lapse of 14 days of the delivery date, unless the Client submits any reservations prior to the lapse of the above-mentioned period. If the Client submits any reservations, the Law Firm is entitled to terminate the agreement with the Client.