General terms Lithuania
General terms and conditions
Approved on the 30th of January 2020
1.1. These General Terms and Conditions (the “General Terms”) apply to all services provided by Advokatų profesinė bendrija “WALLESS” (hereinafter – “Walless” sometimes also referred to as “the Firm”, “we” or “us”). Specific terms and conditions, as well as modifications of the General Terms applicable with respect to particular client, shall be set out in writing (the “Special Terms”). Special Terms shall prevail over any provisions of these General Terms. By signing the Special Terms, engagement letter or otherwise engaging us, the client is considered to have accepted these General Terms. General Terms and Special Terms (if executed) shall together constitute a binding agreement on legal services between Walless and the client.
2. OUR SERVICES
2.1. Our services are limited to legal services, such as legal advice, drafting of agreements or other documents, providing or issuing legal opinions, reviews, comments or memorandums, representation in negotiations, courts, arbitration proceedings or elsewhere. Financial, accounting, technical, environmental and other non-legal advice is not part of our services, unless otherwise agreed in the Special Terms. We provide tax advice only if and within the scope specifically agreed in the Special Terms.
2.2. Our advice is based on the facts provided and the instructions given by the client at the time such advice. The client shall submit to us all relevant information and documents which may be necessary to complete the assignment and shall update us on any change of the relevant facts or circumstances. We shall provide legal services on the assumption that the information and documents provided by the client in relation to the assignment are valid, accurate and correct, unless otherwise explicitly indicated by the client.
2.3. Our advice and work products are provided exclusively to the use of the client, solely for the purposes for which we were engaged. Unless otherwise agreed, the client shall not disclose these to any other persons, nor shall the client use them for purposes other than for which they are given. Unless otherwise agreed, no other person may use or rely on any advice given or any other work produced by us.
2.4. We advise solely in relation to the laws of the Republic of Lithuania. If the client requests, we may provide our views on various issues related to other jurisdictions. However, such views shall not constitute part of our legal services and we shall not assume any liability in relation to such views.
2.5. In certain assignments, such as representation in court or arbitral tribunal, the client may be required enter with us into a separate representation agreement.
2.6. With the approval of the client, we may engage external advisors, including foreign law firms, services of which shall be necessary for the proper protection of the client’s interests and completion of the client’s assignment. However, the client shall remain responsible for the instructions given to such external advisors and for the payment of their fees. Walless shall have no liability for their advice or services.
2.7. Unless otherwise agreed in the Special Terms, after the completion of the client’s assignment, we shall have no obligation update or amend any advice, documents, opinions or other materials produced as a result of our legal services to reflect the change in laws, case law or factual circumstances, or for any other reason.
2.8. This engagement hereunder is a contractual relationship between the client and Walless as a firm and not with any individual associated with the Firm. The client’s instructions are instructions to the Firm, not to a private individual working for the Firm, even if the intention was that the work be carried out by a specific individual of the Firm. All partners of the Firm and all persons working for, or engaged by, the Firm (including partners and former partners, employees, associates, other lawyers, such as “of counsel” or lawyers subcontracted for specific one-off or a several assignments) are subject to these terms and conditions, including limitations of liability, and in no circumstances will those persons have any personal liability the client, except as provided by mandatory law. The client agrees that any claims in connection with the engagement under these General Terms will only be brought against Walless.
2.9. Our client is the person specified as such in the Special Terms. Our obligations hereunder, as well as our professional duties normally owed by a lawyer to a client, are owed by us to the person so specified.
2.10. In providing our services we shall comply with the Law on Bar of Lithuania, the Code of Ethics approved by the Bar of Lithuania and other applicable laws and regulations.
2.11. Unless otherwise agreed in the Special Terms, intellectual property rights in materials prepared by us during the fulfilment of the client’s assignment shall belong to us.
3. CONFLICT OF INTEREST
3.1. Prior to accepting any new assignment from the client, we shall perform an internal conflict of interest check to confirm that, in accordance with the professional rules of ethics applicable to our services, we are able to act in the client’s interests. Notwithstanding such checks, circumstances may arise that prevent us from acting for the client in an ongoing or future engagement. If this occurs, we strive to treat our clients fairly, taking account our professional rules of ethics. However, this may mean that we will need to reject the assignment and terminate the agreement with the client. We shall inform the client of the circumstances which give rise to or, in our opinion, may reasonably give rise to a conflict of interest.
3.2. Unless otherwise agreed in the Special Terms, we retain the right to provide services to any other persons, including those who are engaged in the same or similar business as the client and/or who may potentially have commercial interests competing with or being incompatible with those of the client.
4. TEAM OF PROFESSIONALS
4.1. We will assign a responsible partner to every assignment of the client. Such assigned partner shall assemble a suitable team of lawyers and their assistants, if necessary. We shall inform the client of the names of the lawyers, and their assistants assigned and their contact details.
5. COMMUNICATION AND CLIENT INSTRUCTIONS
5.1. Unless otherwise agreed in the Special Terms, we communicate with our clients via telephone, email, as well as, sometimes, via internet-based calls and instant messages (e.g., Skype, SMS, WhatsApp). On occasion, due to Walless virus or spam filters, as well as technical or other difficulties, electronic messages may not reach us. In such a case or if the matter is important, urgent or otherwise sensitive, the receipt of the electronic message should be verified with us via telephone.
5.2. The client is aware of the risks associated with electronic communication: messages may get delayed or lost, confidential and personal information may be intentionally or unintentionally modified, deleted or disclosed to third parties. We are not liable for the risks related to electronic communication of digitally formatted information, provided that we have taken all reasonable precautions to avoid such occurrences.
5.3. Unless the client instructs us otherwise, we shall provide legal services on the assumption that any of the client’s managers, employees or consultants, who usually give oral or written instructions to us, are actually authorized to do so by the client.
6.1. We shall keep client information received in connection with the engagement confidential in accordance with applicable law, our professional rules and standards and shall not disclose such information to anyone, unless:
6.1.1. the disclosure is permitted by the client;
6.1.2. the information is already in the public domain;
6.1.3. the disclosure is made to third persons, inevitably involved in the processes to which our services relate (e.g. banks, notaries, translators, etc.);
6.1.4. the disclosure is made to other external advisors of the client who are working on the same assignment;
6.1.5. the disclosure is permitted by Section 9, 10 or Clause 6.2 of these General Terms;
6.1.6. the disclosure is imposed by applicable mandatory laws and/or professional rules of conduct.
6.2. The client shall not disclose the content of our advice or any other work product to any third persons without our prior consent.
7. FEES AND INVOICING
7.1. Unless otherwise agreed, our fees shall be calculated on the basis of hourly rates prevailing at the time of the assignment. However, with respect to certain defined assignments at the request of the client and taking into account the complexity of the assignment, time constraints, risk we are exposed to, the qualifications and experience of the lawyer or employee performing the assignment, the resources required to fulfil the assignment and results achieved, we may discuss and agree some other fee arrangements.
7.2. Value added tax (“VAT”) not included into the rates and fees and, if applicable, will be added in all invoices. The client shall provide us with its VAT number at the outset of the assignment.
7.3. The fee estimates are based on the information we have at the time, are merely indicative and cannot be considered as fixed amounts or caps. We reserve 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.
7.4. We will separately charge compensation for direct expenses, such as travel costs and governmental or registration fees, stamp duties, incurred in connection with the assignment. The client may be asked to advance major expenses, if they are required to be incurred in the course of our work on the client’s assignment.
7.5. The amount of fees is determined and constitute the client’s obligation irrespective of whether those fees will be reimbursed to the client by any person (e.g. under an insurance policy, a court judgment or arbitral award, etc.).
7.6. The client shall normally be invoiced on a monthly basis. The payment under the invoice falls due 15 (fifteen) calendar days as of the date of our invoice. We shall send our invoices in an electronic format (PDF, Word or Excel) (without physical signature) to the e-mail address indicated in the Special Terms. We reserve the right to outsource the financial accounting, as well as distribution of invoices to any third-party service providers who shall be bound by the same confidentiality obligation as indicated in Section 6.1 of the General Terms.
7.7. An interest at the rate of 0.03% per each overdue calendar day will be charged on any overdue payments. We also reserve the right to withhold any material prepared for the client during the assignment until full payment of all amounts overdue.
7.8. From time to time, but with 30 days prior notice, we may change our hourly rates. In the absence of any other communication to the contrary, the client’s instructions received after such notice will be considered as the client’s consent to such new rates. In the event of disagreement, the client or the Firm are free to invoke provisions of section 13.
8. DATA PROTECTION
8.1. We will collect, store, use and process personal data of and about the client and persons associated with the client (e.g. employees, representatives, etc.) in compliance with all the applicable laws, rules and regulations concerning protection of personal data. The purposes of such collection, storage, processing and use of such personal data are as follows: (i) performance of the agreement on legal services; (ii) client identification; (iii) performing a conflict of interest check; (iv) administering and operation of our billing and accounting systems; (v) maintaining and operation of our internal information systems; (vi) managing and operation of our client-relationship systems; (vii) complying with our legal obligations; and (viii) for client-specific marketing purposes.
8.2. The client shall inform us if and to the extent any specific security measures regarding the protection of its personal data are required. Unless we are specifically so informed, it shall be deemed that the personal data security measures implemented and used by the Firm are fully compliant with all the relevant data protection laws, rules, regulations and client requirements.
8.3. The client and other persons, whose personal data will be collected, stored, used and processed by us, shall have the right to receive information from us on how we use their personal data and request us to rectify or erase their personal data.
8.4. If necessary, for the purposes of the client’s assignment and/or provision of legal services, we may transfer such personal data to state institutions and third parties involved in the client matters (e.g. foreign law firms or other advisors, banks, notaries, etc.).
9. CLIENT IDENTIFICATION
9.1. In most cases we have a statutory obligation to verify the identity of our clients, their representatives and owners. In some instances, we are also legally obliged to clarify the purpose and nature of the matter and/or origin of the client’s funds and other assets. We may therefore ask the client to provide us with information about (including evidence of the identity) the client i and/or any other person involved in the matter on the client’s behalf, and, in the case of legal entities, the individuals having ultimate control over them (the beneficial owners), as well as information and documentation showing the origin of funds and other assets.
9.2. Law on prevention of money laundering and terrorist financing require us to report to the authorities all suspicious assignments. We are also prevented by law from informing the client of our suspicions or that a report has been, or will be, made to the relevant authorities. In the event of such suspicions, we may be prevented from accepting the assignment or continue acting in for the client.
9.3. The client acknowledges our right to process personal data regarding the client, client’s representatives and owners for the purposes set out above. It will be the client’s responsibility to notify its representatives and owners of potential data processing for the purposes set out in this Section 9.
10.1. Today it is a market standard for lawyers to provide their track record of cases, projects, transactions and other assignments in order to prove their experience and qualifications. Therefore, unless otherwise agreed in the Special Terms, we are entitled to provide our client’s name and a brief high level description of the finished assignment (project, case) in situations where it is required or advisable to demonstrate our 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 league tables, legal directories, other persons evaluating (ranking) law firms, and in similar circumstances.
10.2. The client further specifically consents, unless otherwise agreed in the Special Terms, that we may use client’s name and company’s trademark or logo i demonstrate our experience in our promotional material.
10.3. With respect to transactions, cases and other assignments, that have become public, we are entitled to make public our involvement with the indication of our role on the client’s behalf in such an assignment. We will seek the client’s approval before disclosure if we have a particular reason to believe that the client does not wish to have our involvement made public.
11. COMPLAINTS AND CLAIMS
11.1. If for any reason the client is unsatisfied with our services, the client must inform the partner responsible for the assignment immediately after it becomes aware of the circumstances giving rise to the complaint or claim (the “Claim”). All Claims of the client must be submitted in writing and must include a clear description of the circumstances giving rise to the submitted Claim. If the client is in possession of any evidence regarding the violation of client’s rights, all such evidence must be annexed to the Claim.
11.2. Walless shall not be liable for any Claims made later than 12 months after the following event, whichever occurs first: (i) the date of completion of the client’s assignment; (ii) the date of our last invoice; or (iii) the date when the circumstances giving rise to the Claim became known or should have become known to the client. If the client fails to submit the Claim to us within such period, the right of the client to submit the Claim shall be deemed to have expired.
11.3. If the client’s Claim against us is based on a claim by a third party or authority, we or our insurers shall have a right to meet, answer and settle such claim, including entering into a settlement agreement, on the client’s behalf. Walless shall not be liable if the client admits, settles or otherwise takes any action in relation to such Claims without our prior consent. If the client is compensated by us or our insurers with respect to the Claim, the client must, as a condition for such compensation, assign or subrogate its rights of recourse against any and all third parties to us or our insurers.
12. LIMITATION OF LIABILITY
12.1. Walless liability to the client shall be limited to purely monetary damages directly caused to the client up to double of the amount of the fees paid by the client for our legal services. Walless shall not be liable for any indirect loss (such as consequential, incidental, punitive or similar), liquidated damages or penalties, or loss of profit, goodwill, reputation, opportunity, and non-monetary damages. Walless liability shall be reduced by any amount that the client obtains under any insurance maintained by or for the client, or under any contract or indemnity to which the client is a party or beneficiary.
12.2. Walless does not accept any liability arising from failure to meet any target date(s) or failure to complete any part of work for the client within a proposed time scale or if we are unable to start or continue our work due to circumstances beyond our control.
12.3. We shall not be liable for any loss or damage in the event, that the client uses our advice, documents or other material prepared in relation to the assignment for any purpose other than for which they were provided. We shall not be liable for any services provided or advice given to the client by any other advisors, including cases where such advisors were engaged by us on the client’s behalf or their services or advice were provided to the client through us, provided, however, that the client was on notice about the engagement or participation of such advisors.
12.4. We shall be liable only to the person who entered into this agreement on legal services with us and we shall not be liable for any loss or damage that may be caused to any other person. If we accept that a third party may rely on our advice or work product (including but not limited to any certificates or opinions), this will not create a client relationship between us and such third party and will not increase or affect our liability from what is agreed in these General Terms. We will be liable to this third party only if we have agreed to such liability and only to the extent we would be liable to the client. Any amount falling due to a third party other than the client reduces and limits our liability towards the client, and vice versa
12.5. If under the applicable law our lawyers, employees or other persons providing services via us are made liable to the client, the limitations of liability stated in this Section 12 shall apply to these persons as well.
13.1. The client shall have the right to unilaterally terminate the agreement on legal services at any time by submitting a 15-calendar-day prior written notice to us. We shall have the right to unilaterally terminate the agreement on legal services by providing 15-calendar-day prior written notice to the client provided, however, that such termination does not contradict applicable rules of professional ethics and that there is an adequate reason for such unilateral termination. Examples of such adequate reason for termination, include a delay in payment of our invoices, lack of cooperation or communication, actions of the client which are contrary to our advice, lack of mutual trust, as well as absence of client instructions or request for legal services for prolonged time.
13.2. In cases provided by law as well as cases of material (fundamental) breach of the agreement on legal services by the client we shall have the right by notice to the client to suspend or discontinue provision of legal services with an immediate effect provided, however, that this does not contradict applicable rules of professional ethics.
13.3. Termination of the agreement of legal services shall not relieve the client from the obligation to pay for our services provided and costs incurred by us up until the date of termination.
14. APPLICABLE LAW AND DISPUTES
14.1. The agreement on legal services shall be governed by and interpreted in accordance with Lithuanian law.
14.2. Any dispute, controversy or claim arising out of or relating to the agreement on legal services, or the breach, termination or invalidity thereof shall be finally 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 English.
15.1. We have a right to unilaterally amend these General Terms from time to time. We publish the latest version the General Terms on our website www.walless.com. Amendments to the General Terms become effective with respect to our 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.