General Terms for Businesses
These General Terms shall apply to all services (‘’Services’’) Provided by Lexia Attorneys Ltd (‘’Lexia’’) to its client (‘’Client’’).
1. Conduct of Services
Lexia shall perform the Services in accordance with the professional and ethical standards of the legal profession. Lexia’s attorneys are members of the Finnish Bar Association (fi:Suomen Asianajajaliitto).
Lexia shall designate a responsible attorney and, if needed, rest of the team for the Services. Lexia is entitled to change the attorney performing the Services by notifying the Client, unless it has been expressly agreed with the Client prior to receiving the assignment that a specific attorney shall carry out the task personally. Assignments are always between Lexia and the Client, not between an individual attorney or other person providing a service and the Client.
Lexia may engage third-party service providers in performing the Services, e.g. when rendering the Services involves cross-border aspects.
Lexia checks for conflicts of interest before accepting any assignments. Lexia may therefore be forced to reject an assignment or attorney-client relationship without giving a specified reason.
2. Client
The Client is obligated to provide Lexia with sufficient information and material without delay to conduct a conflict-of-interest check, comply with anti-money laundering regulations regarding client identification, perform sanctions compliance and deliver the Services.
Additionally, the Client must clearly state, in accordance with applicable regulations, when the assignment involves inside information, thereby creating an obligation for Lexia to maintain a project-specific insider list.
The Client must promptly notify in writing if there are any changes in the Client’s beneficial owners, representatives, contact information, or other matters essential to the performance of the Service.
The Client shall pay the agreed fees and expenses to Lexia in accordance with Section 3. The Client must submit any complaints regarding the Services provided within three months of the delivery of the Service.
Unless otherwise agreed, Lexia may use the Client as a reference and mention that it has provided Services to the Client in various law firm rankings, legal directories, and law firm evaluations, as well as in proposals and other similar contexts.
3. Fees and Invoicing
Unless otherwise agreed the Services are charged based on amount of used time according to Lexia’s current price list. The minimum time unit for charging purposes is a quarter of an hour (0,25h). However, the fee for an individual assignment may also be influenced by factors such as the complexity of the assignment, its urgency, the required specialized expertise, the interest involved, the risks associated with the assignment, and the results achieved. If the performance of the Service requires travelling, Lexia will charge for travel time according to the price list, travel expenses according to the Finnish Tax Administration’s decision on tax-free travel expense allowances, and accommodation and other incurred expenses, as well as per diem according to the costs incurred. Any expenses paid on behalf of the Client (such as government fees) will be invoiced separately by Lexia.
Unless otherwise agreed upon or dictated by the fee basis, Lexia will provide the Client with an itemized breakdown of incurred expenses, actions taken, time spent on them, and the fee basis. Lexia reserves the right to adjust its price list and other fee bases in the event of rising costs or other justified reasons. Additionally, if tax rates or government fees change, Lexia has the right to charge the Client an increased fee corresponding to those changes. Lexia will send the invoice to the Client electronically unless the Client has expressly prohibited this.
Value-added tax (VAT) is not included in the prices listed in the price list. All fees and charges are subject to the applicable VAT rate and/or any other relevant tax-related charges in effect at the time.
Unless otherwise agreed, the term of payment is seven days net. The interest rate for late payments is determined in accordance with the Interest Act (fi: korkolaki) for all the late payments. Lexia is entitled to settle any due and delayed payments with interest from the Client’s account or other receivables from the Client. Lexia has the right to require a reasonable advance payment as a condition for accepting the assignment. After accepting the assignment, an advance fee may be required from the Client if there is a justified reason for doing so given the circumstances.
The Client may have legal expenses insurance that could potentially be utilized for certain Services. The Client must inform Lexia about their legal expenses insurance. Applying for insurer’s decision on compensability from the legal expenses insurance is the Client’s responsibility unless explicitly agreed otherwise. In litigation or in arbitration, the Client is responsible for paying Lexia’s fees and other costs, even if they are reimbursed by legal expenses insurance or ordered to be paid by the opposing party. Furthermore, the Client is fully responsible for paying Lexia the portion of the invoice not covered by legal expenses insurance.
Lexia is entitled to take actions that are unlikely to be covered by legal expenses insurance based on the terms of the insurance, if such actions are necessary for the performance of the Services.
Lexia will invoice the Client monthly for the actions taken and expenses incurred, regardless of any legal expenses insurance decision the Client may have, unless otherwise specifically agreed between Lexia and the Client. Lexia may invoice for third-party expenses in advance. Any objections to invoices must be submitted by the invoice due date.
Lexia has the right to terminate the provision of the Services if the Client fails to settle Lexia’s overdue receivables.
4. Rights to Results of Services
Lexia grants the Client a perpetual and irrevocable license to use the results of Services, provided that the Client fulfills its payment obligations.
Lexia ensures that it has necessary rights to the materials and tools used for providing the Services.
5. Confidentiality
The employees of Lexia are required by law to maintain the confidentiality of confidential information related to the assignment. However, Lexia may be obligated to deviate from confidentiality obligations under the law or the professional and ethical standards of the legal profession in some exceptional circumstances.
6. Limitation of Liability
Lexia provides legal advice based on Finnish law and solely related to the assignment. If Lexia presents an understanding of the content of foreign law, it must be verified with a foreign law firm. Lexia does not provide business advice nor is it responsible for the tax consequences of the assignment unless explicitly agreed otherwise. The outcome of the assignment cannot be guaranteed. If the Client provides incorrect or incomplete information, or fails to provide information in a timely manner, Lexia is not liable for any resulting damages. The Services are provided exclusively to the Client and for the purposes agreed upon, and the Service or its outcome cannot be shared with any third party.
Lexia is not liable for indirect damages, except for damages caused intentionally, through gross negligence, or arising from a breach of confidentiality obligations.
Lexia’s liability is limited to the amount of fees received from the Client during the 12 months immediately preceding the damage or €200,000, whichever is greater.
Lexia is not liable for fees, costs, damages, or losses arising from third-party services related to the assignment. Lexia is also not liable for damages, losses, or costs resulting from the fulfillment of its obligations based on the law or the professional and ethical standards of the legal profession.
These limitations of liability also apply if someone is personally liable for the defect in the Service under mandatory legislation or the professional and ethical standards of the legal profession.
7. Liability Insurance
Lexia has a valid liability insurance for its operations. The insurance company that has issued the liability insurance is:
If Vahinkovakuutusyhtiö Oy (1614120-3)
Niittyportti 4, 02200 Espoo
Puh. 010 10 19 15 15
www.if.fi
8. Force Majeure
Lexia shall not be liable for damages resulting from a force majeure event. Event of force majeure is an unexpected, unusual and relevant event preventing the provision of the Services, which Lexia has not been able to take into account when agreeing to provide the Services and the consequences of which Lexia could not reasonably have prevented.
When the duration of non-performance due to force majeure exceeds four weeks, either party shall be entitled to terminate the agreement concerning the Services.
9. Term
The agreement concerning the Services shall remain in force until the Client has paid any outstanding amounts related to the Services or the agreement is terminated on agreed basis.
The Client has the right to terminate the Service agreement with immediate effect at any time. Lexia shall be entitled to resign in accordance with the professional and ethical standards of the legal profession.
Each party is entitled to terminate the agreement if a conflict of interest or basis for disqualification emerges during the provision of Services.
10. Data Protection
Lexia processes personal data as the data controller in accordance with data protection laws and regulations. For more information on the processing of personal data, please refer to the privacy policy available on Lexia’s website.
If the assignment requires it, Lexia may process personal data on behalf of the Client as a data processor. In such cases, the attachment concerning personal data processing will apply.
11. Electronic communications and IT services
Information and documents may, in accordance with established practice, also be transmitted electronically via unencrypted email. Email communication is protected by confidentiality, but it may involve information security risks. Additionally, emails might be filtered into spam folders, so the Client should always confirm receipt of particularly urgent or important emails by phone. Meetings may be conducted via video connection. Lexia may also use other IT services and tools, electronic services and platforms, and artificial intelligence (“IT services”) in the provision of the Service. Lexia shall not liable for damages related to electronic communication or IT services, unless the damage is due to a breach of Lexia’s professional duties related to the assignment that is intentional or grossly negligent.
The Client must provide materials related to the assignment to Lexia using a secure electronic method, unless otherwise agreed regarding the method of delivery. Electronic materials should be in commonly used file formats, such as PDF, DOCX, XLSX, and PPTX, and must be accessible without special software. All delivered documents must be clear, readable, and error-free. Lexia has the right to upload and retain materials related to the assignment in accordance with the professional and ethical standards of the legal profession.
The Client must inform Lexia before the commencement of the Service if they do not accept communication in electronic form or the use of other IT services.
12. Changes
Lexia has the right to update these terms and conditions by notifying the Customer of the changes in writing one month before the change takes effect.
13. Compliance with sanctions
Lexia adheres to International Sanctions in its operations. To comply with International Sanctions, the Client warrants that neither it nor its group companies, distributors, or other representatives shall sell or otherwise supply goods or services to any person, entity, or country: (a) with whom trade is prohibited under International Sanctions, (b) whom the Client knows or suspects is reselling directly or indirectly to anyone who falls within the definition in (a) above, or (c) to any other person, entity, or country with whom trade or other business is prohibited or restricted under applicable trade sanctions, export controls, anti-money laundering and counter-terrorism laws, weapons of mass destruction non-proliferation laws, or similar laws.
The Client warrants that neither the Client, its group companies, representatives, shareholders, beneficial owners, employees, nor its customers are subject to International Sanctions.
Lexia has the right, without liability for damages, to terminate the contractual relationship immediately if the fulfillment of either party’s obligations is in any way restricted or prohibited under International Sanctions.
In this context, ‘International Sanctions’ refers to all laws or regulations related to sanctions enacted, imposed, endorsed, or enforced by the United Nations, the European Union, the United States (OFAC), or the United Kingdom, as well as any national freezing orders.
14. Applicable Law and Dispute Resolution
The Services are governed by the laws of Finland excluding its choice of law rules.
All disputes arising out of or relating to the Services shall be primarily settled in good faith negotiations between the parties.
If negotiations do not lead to a resolution, disputes shall be finally settled through arbitration in accordance with the Rules for Expedited Arbitration of the Central Chamber of Commerce. The place of arbitration shall be Helsinki, and the language of the arbitration shall be Finnish. Notwithstanding the above, Lexia always reserves the right to bring a claim for overdue payments before a general court.
The Client has the right to submit any dispute regarding Lexia’s fees to the Disciplinary Board of the Finnish Bar Association. Additionally, the Client has the option, if necessary, to file a complaint about the attorney’s conduct with the Disciplinary Board operating under the Finnish Bar Association.
