Baza Legal („we“)
Application
We will comply with these general terms and conditions (“terms”) when carrying out an engagement. These terms annul any general purchase or other contractual terms of the client,
unless otherwise specifically agreed in writing.
These terms shall not apply insofar as they contradict the explicit terms of the engagement letter concluded between the client and us.
Services
Although the scope of our services may be separately agreed upon in connection with each new engagement, the scope is generally limited to legal advice exclusively.
Our services do not cover financial, accounting or technical advice.
To ensure appropriate execution of our services, the client must disclose all relevant information regarding the engagement as well as changes concerning the given information. Unless otherwise explicitly agreed upon, we will not update already provided legal advice in consequence of subsequent changes in legislation or case-law.
Performance of Engagement
If agreed upon, we may also utilise external advisers and consultants as well as foreign law firms in carrying out the engagement. We are not responsible for the fees and expenses charged by external parties, and the client must pay all fees and expenses charged by external parties separately, unless otherwise agreed upon.
Client Identification and Reporting to Authorities
Pursuant to law, we are under an obligation to verify the identity of our clients as well as their representatives and owners, for example, in order to prevent money laundering and terrorist financing as well as to ascertain compliance with sanctions.
In certain instances, we are further under an obligation to determine the origin of client funds or other assets. With respect to client identification, we may also request inter alia information concerning the client, individuals acting in the client’s administration or the client’s beneficial owners.
Further, we may verify information from external sources.
We have an obligation to notify the authorities if a client’s engagement is suspicious or we have reason to suspect terrorist financing or money laundering.
Such suspicions or sanction regulation may result in an obligation to terminate the engagement. Law prevents us from disclosing to our client suspicions and whether or not we have reported such to the authorities.
We are not liable for any damage caused to our client, which directly or indirectly may have resulted from our considering ourselves to be under an obligation to comply with authority guidelines concerning reporting or termination of the engagement.
Fees And Invoicing
Our fees are normally based on a number of factors, including (i) the amount and complexity of the work, (ii) required skills and expertise, (iii) importance and value of the interests involved, (iv) time constraints, (v) risks assumed (if any), (vi) positive results achieved to the client and/or any other factors agreed with the client.
Our fees are not success fees/dependent on a certain result. We reserve the right to adjust our hourly rates from time to time.
All fee estimates are merely indicative and do not constitute fixed prices, unless otherwise agreed in writing.
We charge separately for the external costs incurred by us in carrying out the engagement, such as travel costs and official or registration fees. We are entitled to request from the client an advance on significant expenses if the expenses are necessary for carrying out the engagement.
Value added tax is added to the invoice according to applicable tax regulation. Unless otherwise agreed upon, payment is due fourteen (14) days from the date of the invoice. The default interest for overdue invoices is the applicable statutory rate (or, in the absence of an applicable provision, ten percent (10%) per annum).
We are under an obligation to add Finnish value added tax to our EU clients’ invoices if the customer does not have a valid VAT number granted by the local tax authorities. Due to this, we kindly ask our foreign clients operating within the EU to provide their VAT number for our billing system. Please note that the total amount of fees charged for the services purchased, together with the client’s VAT number, is reported to the Finnish Tax Administration for information exchange purposes.
Legal Expenses Insurance
Any legal expenses insurance is an agreement between the client and the insurance company. There is no contractual relationship between Baza Legal and the insurance company. Irrespective of the terms of the client’s legal expenses insurance, we charge the client for all fees and costs concerning our engagement in full. The fees charged by us are not bound to or limited by the compensation the client may receive from the legal expenses insurance.
Limitation of Liability
The total aggregate liability of Baza Legal (and its partners) to the client (or clients, in case the engagement has been carried out for multiple clients) is limited to the direct economic loss caused to a client as a consequence of an error or negligence on our part in carrying out the engagement to EUR 40,000.
The amount the client receives as compensation from insurance or, as a party to any other agreement or, as a beneficiary of any other compensation or refund, is deducted from our liability towards the client.
We are only liable for direct damage. We are not liable for indirect loss or damage such as lost profits or lost business.
We are not liable for any damage suffered by the client due to the client using the advice or documents provided by us for purposes other than for which they were intended. Our service is provided only to our client and we are not liable for any damage caused to a third party. We are not liable for the services or advice of external parties, including other law firms, even in such situations where we have commissioned these parties on behalf of the client or where the services and advice are provided to the client through us.
We are not liable for damage caused by possible tax consequences or risks of such, unless tax advice is explicitly included in the engagement. If tax advice is explicitly included in the engagement, we are liable under these terms, but only if the tax consequences are significantly more severe than those presented or emphasised in our tax advice and it was clear at the time the tax advice was provided that our client could have achieved its commercial objectives using an alternative structure or method without additional costs or risk and could therefore have completely avoided the harmful tax consequences incurred.
Communication
We usually communicate with our clients via email.
Occasionally email messages do not reach their intended recipient. We ask the recipient to be notified, for example by telephone, of any time-sensitive or important messages that have been provided by the client via email.
We would like to point out that confidentiality and the applicable privileges cannot be guaranteed with respect to communications sent and received by electronic messaging over the internet. Unless messages are encrypted or an alternative direct file transfer is maintained, messages may be reviewed by someone other than the intended recipient. Please keep this in mind when communicating by E-Mail with us.
Publicity
Unless otherwise agreed, we reserve the right to name those using our legal services as our clients and provide a brief description of the engagement in connection with offers made to potential clients and information submitted to legal directories, however, so that we indicate the information concerned to be confidential.
For transactions and other similar engagements, the client consents to our disclosing our involvement as the client’s legal. We request the client’s approval prior to disclosure if we have a particular reason to assume that the client does not want our involvement to become public.
Data Protection
We process personal data possibly provided to us by the client or otherwise collected by us prior to or in connection with the engagement in accordance with provisions concerning the protection of personal data, inter alia for us to carry out the engagement, to confirm the identity of our clients, to carry out conflict of interest assessments as well as for clientspecific marketing purposes. In terms of personal data, we act as a controller within the meaning of the General Data Protection Reg- ulation (EU 2016/679). More information about the processing of personal data
and the rights of data subjects can be found in the privacy notices available on our website.
Copyright
Copyright and other intellectual property rights to the results of our work are retained by us. Notwithstanding the foregoing, our client is always entitled to use the results of work carried out for the client for the purpose agreed upon in the engagement.
Termination of Engagement
Either party is entitled to terminate the engagement at any time upon written notice to us (30-day notice period). We may, in certain circumstances, be entitled or obligated to waive the engagement. The client is obligated to pay the fees and expenses accrued by us before the termination of the engagement.
The client undertakes to sign all documents that may reasonably be required for the termination or cancellation of the engagement.
Unless previously terminated, our engagement will terminate upon sending of our final invoice for services rendered.
Archiving
We retain all documents and files in accordance with the applicable law. We primarily store documents in digital form. We reserve the right to delete any material in our possession relating to engagements 1 year after the end of the engagement, unless otherwise agreed upon. We retain personal data as described in our privacy notices.
Complaints and Claims
We hope that our services will meet your expectations. However, if for any reason you are dissatisfied with our services and want to make a complaint, please notify us immediately.
We are not liable for any claim made later than twelve (12) months after the client has or should have become aware of the facts giving rise to the claim or when the engagement giving rise to the claim can reasonably be considered to have been completed, whichever of the foregoing occurs first.
If the client’s claim is based on a claim made against the client by a third party or by an authority, we or our insurers are entitled to answer and settle the claim on behalf of the client. We are not liable for a claim if the client has, without our consent, settled the matter or undertaken other actions concerning the claim.
If damage suffered by the client is compensated by us or our insurers, the client is obligated, as a condition for such compensation, to assign the right of recourse against third parties to us or our insurers.
Conflicts
The client agrees that, during the term of this engagement, we may continue to represent or may undertake in the future to represent existing or new clients in any matter, pursuant to applicable rules of professional conduct.
Applicable Law and Disputes
Finnish law, without regard to its principles and rules on conflict of laws, will be applicable to all our client relationships, including engagements.
Disputes arising from engagements shall be finally settled in arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The seat of arbitration shall be Helsinki.
Baza Legal, Orionintie 22, 01480, Finland
Business ID: 3405044-4
November 13th, 2023