General Terms and Conditions

In addition to what is stated in a potential engagement letter, Widman & Co Attorneys at Law Ltd carry out our engagement in accordance with the following terms and conditions.

1. APPLICATION

1.1. These general terms and conditions apply to all services and advice provided to clients by Widman & Co Attorneys at Law Ltd (“Widman & Co”, “we”, “us” or “our”). By engaging Widman & Co, you are deemed to have accepted these terms and conditions which, in addition to a possible engagement letter, therefore shall be regarded as contractual content between you and Widman & Co.

1.2. To the extent the engagement is extended or new engagements are submitted, these general terms and conditions shall apply irrespective of whether the terms and conditions have been resent sent to you or not.

2. PROVISION OF SERVICES

2.1. We shall, in cooperation with you and your representatives, carry out our services professionally and with due care. In providing our services, we are required to observe and comply with the Code of Conduct for Attorneys-at-Law established by the Finnish Bar Association (“Code of Conduct”) (see: www.asianajajaliitto.fi), as applicable from time to time.

2.2. The advice we give you in a particular matter is based on the instructions provided by you and the legal position in force at the time the advice is given. You need to provide us with all the information relevant for handling the engagement. To the greatest possible extent, we seek to observe the circumstances which may affect the relevance of our advice within the immediate future. But, unless we have specifically agreed otherwise, we do not undertake to update the advice we have provided to take account of subsequent changes in the legal position.

2.3. Even if, during the implementation of an engagement, tax issues may be involved, please note in particular that our advice in an engagement does not include advice on potential tax consequences unless the engagement expressly includes the rendering of tax advice.

2.4. You are aware that we can only give advice in respect of the law in the jurisdiction in which we are qualified to act (Finland). If we based on our general experience, express views on legal issues in another jurisdiction this shall not in any way be construed as constituting advice. Such advice must instead be obtained from lawyers qualified in the relevant jurisdiction.

3. CONFLICT OF INTEREST

3.1. Before accepting an engagement, internal procedures are applied, based on the information received from you, to ensure that there is no actual or potential conflict of interest involved in relation to another client that would prevent us from acting for you in a specific matter. A conflict of interest may also arise during an ongoing engagement due to subsequently occurring circumstances. In the event of a conflict of interest we act in accordance with the Code of Conduct. It is important before and during the engagement that you provide us with all the information that you consider may be relevant to determine whether or not there is an actual or potential conflict of interest.

4. ANTI MONEY LAUNDERING

4.1. In order to prevent money laundering we are in certain engagements required by law to verify the identity of our clients, their representatives, their owner structure and their beneficial owners as well as investigate the reason for the engagement and the origin of funds and other assets. For this reason, we may request that you provide us with information about the mentioned conditions. If we do not receive the requested information, we reserve the right to suspend any further work on the matter and/or to terminate our engagement

4.2. We are required by law to report suspicions of money laundering and financing of terrorism to the relevant authorities. If a suspicion arises, we are prevented by law to inform our client about the suspicion or if we have made or are intending to make a report to the authorities and we are obliged to decline or withdraw from the engagement.

5. INFORMATION ON PROCESSING OF PERSONAL DATA

5.1. When performing services to our clients we process personal data in the capacity as a controller for the purpose of identifying and verifying our clients, their representatives and their owners, the purpose of managing of our client relations and performance and administration of our engagement and the fulfilment of our legal obligations. For more information on our processing of personal data, please see the Privacy Policy.

5.2. By engaging Widman & Co you accept that we may process your personal data for the purposes mentioned in our Privacy Policy. You are also responsible for informing and ensuring that your representatives and owners accept such processing of their personal data.

6. CONFIDENTIALITY

6.1. All information received by us is subject to statutory duty of confidentiality. We will protect the information you disclose to us in an appropriate manner and in accordance with the relevant rules of the Code of Conduct

6.2. If we engage or liaise with other advisers or professionals in the course of the engagement, we may communicate to them all information which we believe may be relevant to assist them in advising or carrying out their work for you. The same counts for documents and other information we receive as a consequence of the control and verification done according to clause 4.

7. FEES AND EXPENSES AND THEIR PAYMENT

7.1. If not otherwise expressly stated all fees quoted by us are exclusive of value added tax, which will be charged where relevant at the appropriate tax rate.

7.2. If nothing else has been agreed our fees are determined, in accordance with the Code of Conduct, based on several factors such as, for example but not limited to, the time, qualifications and experience required for the matter, the time pressure, the risk assumed (if any) by us and the result achieved.

7.3. We provide consumers with an estimate as to the likely fee for the engagement and in other cases we provide fee estimates on request. An estimate is based on the estimated time we expect to spend on the engagement given the information available to us at the time. A fee estimate shall always be deemed indicative and non-binding unless explicitly agreed otherwise.

7.4. In addition to fees the engagement can give rise to certain expenses such as for example application- and registration costs, translation costs, travelling costs and other similar incidental costs. These expanses will be invoiced afterwards in conjunction with the fees for our work.

7.5. We normally invoice on a monthly basis. Depending on the engagement we can alternatively invoice less frequent or invoice at the completion of an engagement. If not otherwise agreed our invoices are due to be paid within 14 days of the date of the invoice. If an invoice remains unpaid after the due date interest, at the applicable statutory rate, on the balance owed will be charged from the due date until receipt of the payment.

7.6. We reserve the right to request payment in advance for our fees and expenses before or at any time during the engagement if we deem it appropriate. Such payment will be used to settle future invoices.

7.7. If a request for a payment of fees, retainer or expenses is not met we reserve the right to suspend any further work on the matter and (in appropriate cases) to terminate our engagement and withdraw from any other matter for you.

7.8. According to the Code of Conduct Widman & Co shall inform you of the possible compensation of legal expenses from an insurance policy or public funds. We urge you to check with your insurance company regarding the possibility to receive compensation for our fees from a legal expense insurance. Regardless of the terms and conditions of the legal expense insurance you are always responsible for all fees, costs and expenses of the engagement towards Widman & Co.

8. TERMINATION OF ENGAGEMENT

8.1. An engagement will end when we have carried out your instructions in relation to the engagement in question and the final invoice in the matter has been issued.

8.2. You can terminate the engagement anytime by written notice to us. Law and the Code of Conduct may set out circumstances that allow or require us to terminate the engagement at any time. This may be the case in case of inadequate client identification, suspicion of money laundering or terrorism financing, conflict of interest, failure to make payments, failure to supply adequate instructions or lack of confidence or trust.

8.3. In case of termination by either party, you must still pay our fees for services provided and expenses incurred prior to the date of termination.

9. DOCUMENT MANAGEMENT

9.1. The products of our work and underlying documents regarding the matter that we receive or obtain are kept electronically and/or on paper at Widman & Co during the engagement. After the completion of the engagement we will file relevant documents for as long as we consider this to be justified but in no case longer or shorter than what is required by law or the Code of Conduct. Original documents and other documents belonging to the client are delivered to the Client, at the latest, after the completion of the engagement.

10. COMPLAINTS AND CLAIMS PROCEDURE

10.1. If, for any reason, you are dissatisfied with our services or have a complaint, you should notify us as soon as possible.

10.2. Claims, related to our services in an engagement, shall be submitted as soon as you have become aware, or after reasonable investigations could have become aware of the circumstances giving rise to the claim, however no later than 12 months after the day the last invoice was issued for the engagement to which the claim refers.

10.3. If your claim is based on a claim against you by an authority or other third party, we shall be entitled to meet, settle and compromise such claim on your behalf, provided that – taking into consideration the limitations of liability in these general terms and conditions and, if any, the engagement letter – you are indemnified by us. If you meet, settle, compromise or otherwise take any action in relation to such claim without our consent, we will not accept any liability for such claim. If you are reimbursed by us or by our insurers in respect of a claim, you shall, as a condition for such reimbursement, transfer the right to recourse against third parties to us or our insurers by way of subrogation or assignment.

11. LIABILITY AND LIMITATIONS

11.1 The total aggregate liability of Widman & Co and its partners towards a client (or clients in case of multiple clients) for the handling of any assignment is limited i) to EUR 1,000,000 if our fee (excluding VAT and direct expenses) exceeds EUR 100,000 and ii) to EUR 500,000 if our fee is equal to or less than EUR 100,000 (excluding VAT and direct expenses).

11.2 We maintain professional indemnity insurance in addition to the compulsory professional indemnity insurance required by the Finnish Bar Association. Our liability is limited in accordance with this section regardless of the terms and conditions of this additional professional indemnity insurance.

11.3 If you ask us to introduce you to, or us to collaborate with other advisers or engage such advisers on your behalf these advisers act independent of us. Hence, we assume no liability for such other advisers’ services or advice, irrespective of whether we have engaged them or if you have engaged them directly or if they report to us or directly to you.

11.4 Our advice is adapted to, among other things, the facts introduced, and the instructions given to us in a specific matter. Accordingly, you may not use specific pieces of advice or work result in another context or for another purpose than for which it was given or delivered or rely on a specific piece of advice in connection to another matter. We have no liability for any loss suffered by any third party as result by you or any third party´s use of our work result or advice. We will not accept any liability for any loss or damages suffered as a result of events beyond our control, which events we reasonably could not have anticipated at the time we accepted the engagement and consequences which we could not reasonably have avoided or overcome.

11.5. Unless the engagement specifically includes the rendering of tax advice, we will not assume any liability for loss or damage suffered by means of tax being imposed or the risk of tax being imposed on you as a result of our services.

11.6. Our liability is limited to loss directly caused to the client as a result of error or negligence on our part in providing our services. We assume no liability for reduction or loss of production, turnover or profit, absence of anticipated economies or other indirect or consequential loss or damages regardless if the damage was difficult to predict or not.

11.7. Our liability to you will be reduced by any amount which may be obtained under any insurance maintained by or for you or under any contract or indemnity to which you are a party or a beneficiary.

11.8. We are not liable for any loss incurred or suffered as a consequence of us complying with the Code of Conduct or other applicable professional or ethical standards or otherwise as a consequence of us having observed our legal obligations.

12. GOVERNING LAW AND DISPUTE RESOLUTION

12.1 These general terms and conditions, any engagement letter and all issues in connection with our services to you shall be governed by and construed in accordance with substantive Finnish law, without giving effect to its conflict of law rules.

12.2 Any dispute, controversy or claim arising out of or in connection with these general terms and conditions,  any engagement letter and all issues in connection with our services or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Rules of the Arbitration Institute of the Finnish Chamber of Commerce. The seat of arbitration shall be Mariehamn, Finland and unless otherwise agreed between us, the language to be used in the arbitral proceedings shall be Swedish.

12.3 All arbitral proceedings conducted in accordance with clause 12.2 and all information disclosed in the course of such arbitral proceedings, as well as any decision or award made or declared during the proceedings, shall be kept strictly confidential. Such information, decision or award may not, in any form, be disclosed to a third party without the express consent of the other party. A party shall however not be prevented from disclosing such information in order to preserve its rights versus the other party or if the party is required to so disclose pursuant to mandatory law or similar.

12.4 Notwithstanding clause 12.2, as our client you are not precluded from filing complaints in respect of disciplinary matters to the Finnish Bar Association if you consider that Widman & Co has been in breach with the Code of Conduct or to ask for a fee recommendation from the Finnish Bar Association the if you are discontented with our fees.

12.5 Notwithstanding clause 12.2, Widman & Co is entitled to commence proceedings for the payment of any due and undisputed amount, in relation to the engagement or other service, in any court with jurisdiction over you or any of your assets.