General Terms and Conditions of Applex Attorneys Ltd

1. The partners of Applex Attorneys Ltd are members of the Finnish Bar Association. Attorneys and associate lawyers of the firm comply with the rules and regulations of the Finnish Bar Association governing legal ethics and conduct.

2. When handling an assignment we adhere to these general terms, which supersede any client’s general terms, if not otherwise agreed in writing with a client in a particular assignment.

3. Every assignment is attended by a case responsible lawyer who acts as a main contact towards the client. The case responsible lawyer decides the number of both internal and external staff and other resources needed. The use of external resources to support a smooth and effective handling of the assignment is separately agreed upon with the client.

4. The legal content of our services is based on Finnish law. The opinions and instructions we present when handling an assignment can only be applied to matters governed by the Finnish legal system, if not otherwise agreed with the client.

5. We disclose a guideline price list, which is applied unless otherwise agreed. Invoicing for assignments that continue for a longer period of time or involve extensive undertakings is based on time sheets of which further information may be received from the case responsible lawyer. The fee may be increased if the assignment (i) is particularly urgent due to no fault of us or has to be taken care of outside standard office hours, (ii) is exceptionally difficult or requires particular expertise, experience or skill, (iii) has special significance for the client, or (iv) entails a considerable interest for the client. Estimates regarding the fee for the completion of an assignment are indicative, unless otherwise particularly agreed.

6. Our fees are determined based on the guideline price list, any agreement, and these general terms and conditions. The amount of our fees will be determined irrespective of whether such fees will be wholly or in part (or not at all) reimbursed pursuant to the client’s insurance (for legal expenses or otherwise). We will invoice our clients directly also in cases where legal expenses are covered by a third party, unless separately otherwise agreed between the parties.

7. We invoice our clients as a main rule on a monthly basis, unless otherwise agreed or decided based on our discretion. Unless otherwise agreed, we provide a report of performed measures attached to our invoice. The term of payment is 14 days. Value-added tax is added to the invoice according to the prescribed tax base applicable. Direct external expenses relating to the assignment will be invoiced from the client.

8. We follow the recommendations of the Finnish Bar Association in securing our Internet and e-mail communications. Our clients may choose to have us secure all our outgoing e-mail messages with encryption software.

9. We store essential documents and information in every assignment according to the rules set out for attorneys. At the end of an assignment, we return the original documents to the client and destroy other material in accordance with the regulations and recommendations of the Finnish Bar Association. We charge the client separately for longer and more extensive storage of documents in accordance with the guideline price list.

10. Limitation of liability

10.1 The maximum liability of Applex Attorneys Ltd and its partners towards a client for the handling of any assignment is limited to the lower of the latter: €500,000 (five hundred thousand euros) or the fee that has been charged for the assignment multiplied by ten.

10.2 We shall not assume any liability for work performed by any external advisor, including foreign law firms, possibly engaged by us for your benefit. In relation to this, the client’s right to seek damages shall be dependent on the external advisor’s limitation of liability applied in a specific case. Should an external advisor be subcontracted by us, we shall transfer the right to seek damages to your client upon a request made to us by the client.

10.3 Our liability based on any electronic workspace and information system provided by us to be used by a client is limited to the production of such electronic workspace or information system to be executed based on commonly secure approved technology. These electronic workspaces and information systems are produced “as is”, and we shall not be liable for any direct or indirect damages based on the usage of them. Also, we may at our discretion cease the production of any electronic workspace or a information system with a reasonable period of notice.

10.4 Our maximum total accrued liability in any circumstances shall be limited to the maximum amount of our liability insurance, which is at present € 500,000 (five hundred thousand euros).

11. With regard to assignments concerning publicly listed companies, we apply our firm’s internal regulation relating to insider information and maintain a register of insiders. The case responsible lawyer provides further information on the contents of our internal insider regulation.

12. Reference Use.We may disclose our involvement on your behalf in our marketing materials and on our website that we have advised a client in a specific case. Such disclosure may only contain the client’s name, general description of the case and information that is already in the public domain.

13. Termination of engagement. Unless otherwise agreed in writing, a client may terminate our engagement at any time by written notice to us. We are allowed to terminate the assignment if you fail to pay our invoice when due.

14. Force Majeure. A party shall not be liable for any damages or obliged to fulfil any obligation based on circumstances and/or obstacles outside the influence of a party.

15. Any dispute, controversy or claim arising out of or relating to these general terms or the breach, termination or validity thereof which cannot be solved amicably shall be submitted:
– in case the client is established in the EFTA or EU states, to the District Court of Helsinki, Finland (court of first instance),
– in case the client is established outside the EFTA and EU states, to arbitration procedure and shall be finally settled in accordance with the Arbitration Rules of the Finland Chamber of Commerce by one arbitrator appointed in accordance with said rules. The place of arbitration shall be Helsinki, Finland.

These general terms shall be governed by the laws of Finland, excluding choice of law provisions.