1 APPLICATION

These general terms and conditions (“Terms”) apply to all services provided by Asianajotoimisto Kaarakainen Oy (the “Law Firm”) to its clients. The client accepts these Terms by ordering services from the Law Firm. These Terms override the client’s general purchasing, assignment, or other contractual terms, unless otherwise expressly agreed in writing for an individual assignment in the engagement agreement between the client and the Law Firm. In the event of a conflict between these Terms and any engagement agreement, the engagement agreement shall prevail.

2 SERVICES

The Law Firm provides legal services to its clients. The services included in the assignment and their scope are agreed at the beginning of the assignment in the engagement agreement or otherwise. The services and their scope may be amended during the assignment. The Law Firm’s services do not normally include financial, technical, or accounting advice or the assessment of tax consequences of the assignment, unless otherwise expressly agreed in writing in the engagement agreement.

The legal services provided by the Law Firm are assignment-specific and are based on the information and instructions received by the Law Firm in connection with each assignment, and they must not be used for any other purpose. The Law Firm and its employees may express views on matters outside Finnish legislation, but the Law Firm and its employees do not assume responsibility for the accuracy of such views.

The appropriate performance of legal services requires that the client has provided the Law Firm with all material and up-to-date information relating to the assignment. Unless otherwise agreed, the Law Firm does not update its advice based on new information presented by the client.

3 HANDLING OF THE ASSIGNMENT

Unless otherwise notified to the client, the responsible partner of the Law Firm is Attorney-at-Law Ari Kaarakainen. The responsible partner selects the persons participating in the handling of the assignment. The Law Firm has the right, if necessary, to change the persons handling the assignment during its course. The client is in a contractual relationship with the Law Firm. The partners or employees handling the assignment are not personally liable to the client unless otherwise required by mandatory legislation governing the Law Firm’s activities. The client undertakes to present all claims relating to the Law Firm’s services to the Law Firm.

The use of external advisers always requires the client’s prior consent. The client is responsible for the fees and costs charged by external advisers unless otherwise agreed. The Law Firm and its employees comply with the Code of Professional Conduct of the Finnish Bar Association and the regulations and guidelines governing advocacy issued by the Finnish Bar Association, available on the Finnish Bar Association’s website (www.asianajajat.fi).

The Law Firm has the right to take actions that are necessary and appropriate for handling the assignment, such as approving reasonable costs related to the assignment on behalf of and for the account of the client.

4 CONFLICTS OF INTEREST

The Law Firm conducts an internal conflict-of-interest check before accepting an assignment. The client must provide the information required to perform the conflict check. Despite conflict checks, situations may arise where the Law Firm cannot represent the client in pending or future assignments. In such situations, the Law Firm complies with applicable legislation and the Finnish Bar Association’s valid guidelines on good advocacy practice.

5 FEES AND INVOICING

The price of the assignment is determined in accordance with the Law Firm’s valid price list, unless otherwise expressly agreed. Factors affecting the fees may include, for example, time spent, required expertise and experience, number of lawyers required, risks related to the assignment, and urgency. At the client’s request, the Law Firm may provide an estimate of the fees. Fee estimates are based on the information available at the time and are indicative only and not binding unless otherwise expressly agreed in writing. The Law Firm invoices clients monthly in arrears. An office expense charge of 3.0% of the total invoiced fee is added to invoices. The payment term is 14 days from the invoice date. The Law Firm is entitled to charge default interest on overdue amounts in accordance with the Interest Act in force at the time. In the absence of an applicable provision, the annual default interest rate is 10%. Value-added tax is added to the total invoice amount in accordance with the applicable tax rate in force, unless otherwise agreed.

In some cases, the Law Firm may be obliged to report clients’ VAT identification numbers and the amount of purchases to the Finnish Tax Administration.

The Law Firm invoices separately any costs incurred in handling the assignment that are outside the firm’s general overheads, such as travel expenses and authority and registry fees.

The Law Firm reserves the right to review its hourly rates annually. Any changes will be notified at least two (2) months before the revised rates enter into force.

6 ADVANCE PAYMENT

The Law Firm reserves the right to require the client to pay an advance payment toward fees and costs, in which case the assignment will commence only once the agreed advance payment has been received in full by the Law Firm.

7 LEGAL EXPENSES INSURANCE

In accordance with the Finnish Bar Association’s guidelines, the Law Firm reminds clients of any legal expenses insurance they may have that could cover attorney’s fees. The Law Firm recommends that clients verify the validity and scope of any such insurance in relation to the assignment. The Law Firm does not assume responsibility for whether fees and costs are reimbursed under the client’s legal expenses insurance.

8 CLIENT IDENTIFICATION

Under the Act on Preventing Money Laundering and Terrorist Financing (444/2017), the Law Firm is obliged to identify its clients as well as their representatives and owners. In certain situations, the Law Firm is obliged to request additional information regarding the origin of the client’s funds. The client must provide the information required for client identification. The Law Firm may be obliged to refuse or suspend an assignment or report it to the Financial Intelligence Unit if the requested information is not provided, if the transaction is unusual, if the Law Firm suspects money laundering or terrorist financing, or if the client or its business is subject to sanctions. The Law Firm is not entitled to inform the client of such reporting. The reporting obligation under the Anti-Money Laundering Act overrides the attorney’s duty of confidentiality or secrecy provided for in other legislation.

The client accepts the processing of personal data relating to the client, its representatives, and owners for the purposes described in this section. The client is responsible for informing its representatives and owners of such processing.

9 CONFIDENTIALITY AND PERSONAL DATA

The Law Firm treats all information provided to it as confidential in accordance with the Act on Advocates and the regulations and guidelines of the Finnish Bar Association. With respect to publicly listed companies, the Law Firm complies with securities legislation and maintains an insider register.

If handling the assignment requires the involvement of external advisers, the Law Firm has the right to provide such parties with information deemed necessary for the performance of the assignment. The Law Firm collects or receives personal data from clients that are necessary, among other things, for opening and handling assignments, identifying clients, complying with statutory obligations under anti-money laundering legislation, and conducting conflict-of-interest checks. The Law Firm processes personal data as a data controller in accordance with data protection legislation and complies with Finnish personal data legislation in force at any given time.

Individuals whose data are processed by the Law Firm have the right to obtain information about the data processed by the Law Firm and to request correction or deletion of such data from the Law Firm’s registers.

10 COMMUNICATION, DOCUMENTS, AND ARCHIVING

The Law Firm’s primary means of communication is email, unless otherwise expressly agreed. The Law Firm recommends notifying the recipient of urgent or important emails, for example by telephone. The Law Firm uses various information systems in handling assignments, such as email, document management, and customer relationship management systems. These systems contain assignment-related information and documents. The Law Firm follows generally accepted information security practices.

The Law Firm stores and processes all documents, including electronic files, with due care and in accordance with applicable legislation and the Finnish Bar Association’s guidelines.

11 REFERENCES

When an assignment concerns a transaction or similar arrangement that has become public, the Law Firm may state on its website, in marketing materials, or in similar contexts that it has represented the client in the assignment. In such cases, the Law Firm uses only information that has become public or whose use has been expressly agreed with the client.

When preparing tenders or providing information to entities evaluating law firms, the Law Firm may state that it has represented the client and describe the assignment at a general level, unless otherwise expressly agreed. Client-related information is marked as confidential unless otherwise expressly agreed.

12 LIMITATION OF LIABILITY

The maximum liability of the Law Firm and its partners to the client or clients, where the same assignment has been handled jointly for more than one client, for direct damage arising from the handling of the assignment and caused by an error or negligence of the Law Firm or its employees, is EUR 100,000, or EUR 50,000 if the Law Firm’s fee for the assignment is less than EUR 100,000 excluding VAT. The Law Firm is not liable for indirect damage or losses incurred by the client or a third party, including loss of profits or contracts.

The Law Firm reserves the right to reduce the above-mentioned maximum liability for a specific part of an assignment. The Law Firm is not liable for damage resulting from the use of advice given or documents prepared for purposes other than their original intended purpose.

The Law Firm’s services are intended solely for the client, and the Law Firm is not liable for damage suffered by third parties. The Law Firm is not liable for damage caused by third parties, such as external advisers engaged for the assignment.

13 COMPLAINTS AND CLAIMS

If the client is dissatisfied with the Law Firm’s services, the client must notify the partner responsible for the assignment without delay.

The Law Firm is not liable for damage if a claim relating to such damage has not been presented to the Law Firm within twelve (12) months from when the client knew or should have known of the facts forming the basis of the claim, or from when the assignment can reasonably be deemed to have been completed, whichever occurs earlier.

If the client’s claim is based on a claim presented to the client by a third party or authority, the Law Firm or its insurance company has the right to respond to the claim and settle it on the client’s behalf. The Law Firm is not liable for damage if the client settles the matter or takes other actions regarding the claim without the Law Firm’s consent. If damage suffered by the client is compensated by the Law Firm or its insurance company, the client is obliged, as a condition for compensation, to assign any right of recourse against a third party to the Law Firm or its insurance company.

The client has the right to submit any dispute concerning attorney’s fees to the Disciplinary Board of the Finnish Bar Association. If the client believes that a lawyer or attorney employed by the Law Firm has neglected their professional duties, the client may file a complaint with the Disciplinary Board of the Finnish Bar Association.

14 TERMINATION OF THE ASSIGNMENT

The client has the right to terminate the assignment at any time by notifying the responsible partner in writing. The Law Firm may have the right or obligation to cease handling the assignment on behalf of the client under applicable legislation or the Finnish Bar Association’s guidelines on good advocacy practice, including due to delay in payment of fees. Upon termination of the assignment by the client or the Law Firm, the client is obliged to pay all fees and costs incurred in handling the assignment.

15 COPYRIGHT

Copyrights and other intellectual property rights arising from work performed under the assignment belong to the Law Firm. Nevertheless, the client has the right to use the results of the work for the purpose agreed in the assignment.

16 PROFESSIONAL LIABILITY INSURANCE

The Law Firm maintains professional liability insurance for financial loss in accordance with the Finnish Bar Association’s guidelines.

17 SUPERVISORY AUTHORITY

The attorneys employed by the Law Firm are entered in the register of attorneys maintained by the Finnish Bar Association. The professional title “Attorney-at-Law” is granted in Finland. The supervisory authority for the Law Firm’s attorneys is:

Finnish Bar Association
P.O. Box 194 (Mikonkatu 25)
FI-00101 HELSINKI
Tel. +358 9 6866 120
info@asianajajat.fi

18 GOVERNING LAW AND DISPUTE RESOLUTION

These Terms and the assignment are governed by the laws of Finland, excluding its conflict-of-law rules. Disputes arising out of these Terms and assignments shall be finally resolved by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The arbitral tribunal shall consist of one arbitrator. The seat of arbitration is Helsinki, Finland. The language of the arbitration is Finnish, unless otherwise expressly agreed.

Consumer clients also have the right to submit disputes to the Consumer Disputes Board (www.kuluttajariita.fi). Decisions of the Consumer Disputes Board are recommendations in nature. A consumer may bring an action before the district court in Finland within whose jurisdiction the consumer has their domicile or habitual residence.

Notwithstanding the above, the Law Firm has the right to submit undisputed receivables to the District Court of Helsinki or another competent court for resolution.

19 MISCELLANEOUS

The Law Firm has the right to amend these Terms at any time. Amendments enter into force when the updated general terms and conditions are published on the Law Firm’s website (www.kaarakainenlaw.fi).

Assignments are governed by the general terms and conditions in force at the time the assignment commenced. An assignment is deemed to have commenced on the date the engagement agreement is signed or when the Law Firm has sent an email confirmation of the assignment to the client.

Asianajotoimisto Kaarakainen Oy
Yrjönkatu 21 C 28, FI-00100 Helsinki
info@kaarakainenlaw.fi
Tel. +358 40 510 8007
www.kaarakainenlaw.fi
Business ID 3579091-1
VAT ID FI35790911