Effective as of 13th of January 2021, updated in March 2022.

1. Scope

BOWA Legal Ltd (“BOWA”) offers legal advice to its clients according to these general terms & conditions (the “Terms”). These Terms shall be applied to all assignments where BOWA offers tailored legal advice to its client, unless otherwise agreed in writing, between BOWA and the client.

BOWA’s services are mainly intended for corporate clients and our assignments typically concern legal problems and questions relating to client’s business operations. Therefore, these Terms are not drafted consumer clients in mind. However, should BOWA accept an assignment from a consumer client, these Terms shall be applied to that assignment and to the legal advice given to consumer clients as long as these Terms are not in conflict with the mandatory Finnish consumer protection legislation and Consumer Protection Act (38/1978, as amended from time to time).

Should there be any inconsistencies between these Terms and a separate engagement agreement, the latter shall prevail.

2. Assignment

A Binding engagement agreement (the “Agreement”) between BOWA and the client shall become effective when; (i) BOWA and the client have executed and signed the Agreement electronically or in writing; or (ii) the client has made an order for a service (to which these Terms are applied) at BOWA’s website or at any third-party website; or (iii) the client has requested legal advice from BOWA, e.g. via e-mail, and BOWA has accepted the request in writing. Scope of the legal advice to be given for the client shall be agreed separately for every individual assignment between BOWA and the client.

2.1 Distance selling and right of withdrawal (only for consumer clients)

The Finnish Consumer Protection Act sets out the conditions and rights for consumer client to withdraw for the contract by notifying BOWA of the cancellation within 14 days. However, the consumer client shall not have the right to withdraw from the contract in case BOWA has already started to render the service before the withdrawal. By entering into the Agreement with BOWA, the consumer client grants BOWA his or her consent that the execution of the Agreement shall be started immediately when the Agreement has become effective and binding.

2.2. Disqualification

BOWA reserves the right to withdraw from the assignment, even after the Agreement has become binding between the parties, if the assignment causes a conflict of interest with another client of BOWA. The client shall provide sufficient information to BOWA regarding the assignment when requested in order for BOWA to assess if it can accept the assignment i.e. to assess possible conflicts of interest.

3. Responsibility

Responsibility for carrying out the assignment shall be on BOWA’s appointed lawyer. Other lawyers, counsels, consultants and analysts assist partners while carrying out the assignment if needed and necessary.

BOWA shall have the right, on its own discretion, to replace the person responsible for the client’s assignment by notifying the client in writing.

If the person responsible for the client’s assignment is temporarily unable to carry out the assignment (for example during court proceedings), BOWA shall have the right to use a qualified third party to handle the assignment. BOWA shall notify the client without undue delay of an afore-said situation.

3.1. Subcontracting

BOWA shall have the right to utilize third persons and procure, for example, statements and expert’s opinions when it is necessary for carrying out the assignment at hand. If costs for using subcontractors or procuring statements or experts’ opinions are to be expected higher than normal, the parties shall agree separately of usage of such third parties.

4. Confidentiality

BOWA treats and processes all the client’s information as strictly confidential and BOWA does not use information provided by the client for any other purpose than to carry out the assignment. BOWA is not disclosing any confidential information to third parties unless it has to do so because of mandatory law or order by authorities. If BOWA utilizes third parties as subcontractors BOWA reserves the right to disclose confidential information to its subcontractors. Subcontractors shall be bound by sufficient non-disclosure agreement.

Regardless of confidentiality obligation set forth herein BOWA may be obligated under mandatory law to disclose information to authorities concerning money laundering and financing terrorist activities. The Client accepts and understands the above-mentioned BOWA’s obligation.

Rules and obligations concerning confidentiality set out by the Finnish Bar Association and the Association of Finnish Lawyers shall bind BOWA’s lawyers in all assignments carried out by BOWA.

Confidential information may be disclosed to BOWA’s employees if it is necessary for carrying out an assignment in an effective manner.

Act on Detecting and Preventing Money Laundering and Terrorist Financing (444/2017, as amended) and obligations set forth in it are mandatory and binding. Therefore, BOWA shall have the right to use and process the client’s information in BOWA’s internal operations.

After the assignment is performed or otherwise become publicly known, BOWA shall have the right to use the assignment in its marketing unless otherwise agreed between the parties.

5. Fees & commission

BOWA’s remuneration and fees shall be based on price list in force from time to time unless otherwise agreed between the parties in writing.

Total fees and remuneration accrued are mostly based on complexity of the assignment and on time used for carrying out the assignment. BOWA’s fee and remuneration may also be subject to the assignment’s urgency and overall risk.

BOWA’s fee is primarily invoiced by an individual lawyer’s used time. An individual lawyer’s hourly fee is subject to his/hers experience, education and other special capabilities. Interns, translators and other assistants have a separate hourly fee which is subject to the individual’s expertise. Normal office and secretarial work are not billable unless otherwise agreed between the parties in writing.

BOWA shall keep the record of total time used for the assignment. However, only an effective time used for carrying out the assignment is invoiced from the client. If the assignment is agreed to have an hourly fee (according to BOWA’s current price list) the shortest unit of time to be invoiced shall be 0,1 hours (= 6 minutes).

The Agreement shall include the assignment’s fee structure in detail. BOWA reserves the right to review and change its rates and fees annually. Any changes to BOWA’s rates and fees that are reasonable and in line with current market practices are not notified to the client separately.

Current and effective value-added tax (VAT) and other mandatory fees, if any, shall be added to the BOWA’s fees and commissions.

The Client is always obligated to pay all BOWA’s fees, costs and commissions as agreed regardless of outcome of the assignment. If BOWA has provided an indicative price estimate to the client, the price estimate is ONLY indicative, and the client understands that the price estimate provided shall not be held or construed as fixed price for the assignment unless otherwise agreed between the parties in writing.

BOWA invoices from the client all necessary and reasonable actual costs accrued for carrying out the assignment. These costs may include, but are not limited to, travelling expenses, registration fees or costs and fees imposed by relevant authorities.

BOWA shall have the right to request the client to make an advance payment of fees or a retainer if BOWA determines, on its own discretion, that it is necessary. Unless otherwise agreed between the parties in writing.

Unless otherwise agreed between the parties BOWA shall provide monthly an invoice to the client for measures conducted by BOWA. In assignments relating to court proceedings (disputes, criminal matters, arbitration etc.) BOWA may invoice the client after a decision, award, verdict, judgment or other resolution that is rendered by court or arbitrator(s). Projects may be invoiced after the project is completed.

The client shall pay invoice in seven (7) days after the date of invoice. Late payment interest shall be determined according to the Finnish law (or if there are no applicable law the late payment interest shall be 8 %).

If a client is an individual (not an entity or other legal person) he/she may be eligible to legal aid according to Finnish law. Rules and conditions (including calculator) regarding legal aid can be found on the judicial administration’s website: https://oikeus.fi/en/index.html

6. Expenses

The client is obligated to reimburse all expenses including, but not limited to, travel expenses, registration fees and fees imposed by relevant authorities (court fees etc.) to BOWA incurred during the assignment.

If the assignment requires unusual measures, materials or appliances, for example, work conducted outside usual business hours, support, tools or utilization of databases BOWA shall invoice all actual expenses incurred for aforesaid utilization from the client. However, BOWA shall discuss with client about usage of such measures, materials and appliances beforehand if usage of such were to be unusually expensive.

If BOWA hires outside consultants, experts, counsels or other third parties on behalf of the client, the client shall be responsible for all obligations, expenses and fees of third parties.

Any fees or expenses to be paid to third parties may be invoiced from the client in advance. The client is responsible to BOWA’s fees and expenses even if a third party is responsible for payment of such fees to the client.

7. Litigation and attorney’s fees

This section 7 shall be only applicable to assignments where court proceedings or arbitration is at hand (e.g. disputes, application cases or criminal matters).

BOWA shall have the right to receive full payment of all its fees and expenses from the client even if the court or arbitral panel reduces opponent’s liability to reimburse the client’s legal fees and expenses. The client shall take into account that:

a) the client is liable to pay in full BOWA’s fees and expenses regardless of outcome of the court or arbitration proceedings;

b) if the case is lost it is likely that the court or arbitration panel orders the client to pay other party’s legal costs or any part of them thereof; and

c) even if the case’s outcome is otherwise positive from the client’s perspective, other party may obtain a relief from liability to reimburse the client’s legal fees and expenses or some part of them, or other party can be insolvent (or may become insolvent) and it is not able to reimburse the client’s legal fees; and

d) in any case, the client shall be obligated to pay BOWA’s fees and expenses in full.

8. Client’s assets & funds

BOWA reserves the right to request an advance payment for the fees and expenses (including VAT) from the client. The request for the advance payment shall not be held or construed as a price estimate or as a maximum fee to be paid by the client. The advance payment shall be made in BOWA’s clients’ reserve account.

BOWA has the right to invoice its fees and expenses that may exceed maximum coverage of the client’s insurance policy or payments made by the insurance company.

BOWA may retain for a short time the client’s funds that are necessary for the performance of the assignment at hand. BOWA shall keep a record of all clients’ funds that are deposited in BOWA’s clients’ reserve account.

BOWA shall not grant any deposit insurance for the client’s funds deposited in BOWA’s accounts. BOWA shall not pay any interest for the funds deposited by the client.

9. Insurance for legal proceedings

BOWA shall discuss with the client about his/her insurance policies that may cover legal proceedings to some extent. BOWA may also help the client with possible issues with his insurance company.

10. Invoicing and payments

Unless otherwise agreed between the parties in writing, BOWA shall have the right to invoice the client monthly.

Unless otherwise agreed between the parties in writing, payment term shall be 7 days after the date of the invoice. If the client does not pay the invoice on its due date at the latest BOWA shall have the right to:

a) claim late payment interest and reasonable collection costs according to relevant legislation in force from time to time;

b) cease the performance of all the assignments and agreements entered into by and between BOWA and the client immediately; and

c) to exercise the right of lien regarding all documents relating to the assignment.

11. Liability to third parties

BOWA’s shall only be liable towards the client for the obligations under the Agreement and these Terms. BOWA shall not be liable for any third parties’ damages or claims under the Agreement or these Terms.

BOWA is not acting as a counsel or advisor for third parties. BOWA shall not provide any legal advice for third parties.

12. Correspondence

BOWA uses primarily e-mail or other electronic communication platforms to correspondence with the client.

Notwithstanding above-mentioned, BOWA shall not be liable for receipt of e-mails or other communication sent by it or received by it. In urgent matters the client should always communicate with BOWA’s lawyers via telephone or text messages.

BOWA reserves the right to utilize unencrypted electronic communication with the client including, but not limited to, e-mail, WhatsApp and Slack Messenger.

BOWA shall not be liable for any property damage, loss or destruction of data or any other similar damages that may be resulted from usage of unencrypted electronic communication, computer malfunctions, viruses, malware or similar thereof. BOWA is not liable for sent messages that have suffered any malfunctions whatsoever.

13. Documents and files

BOWA stores and keeps documents, materials and files primarily in electronic form. All the client’s data, information and documents may be stored in a third party cloud service that meets the sufficient requirements of privacy and data security. If BOWA is in possession of any original copies of the client’s documents, BOWA shall return them via postal service or courier to the client.

14. Outside counsels and consultants

BOWA provides legal advice only about legislation of Finland unless otherwise agreed between the parties in writing.

If the assignment at hand requires advice concerning foreign legislation BOWA may help the client to establish relationships with foreign counsels. BOWA may also carry out all communication with foreign counsels on behalf of the client if it is deemed to be necessary taking into account the nature of the assignment.

The client shall, and must, always enter into a separate agreement directly with any foreign counsels and consultants. The client is obligated to pay all fees and expenses incurred directly to foreign counsel.

BOWA shall not be liable for any, direct or indirect, damages caused by services and advices provided by outside counsels, advisors, consultants or other third parties even if BOWA has recommended such services to the client. BOWA is not assuming any obligations or liability for foreign counsels’ advices should advices be incorrect or false.

BOWA is not using any outside counsels or consultants without the client’s prior approval. BOWA shall not be liable for any outside counsels’ errors or mistakes.

15. Term of the Agreement

The client shall have the right to terminate the Agreement at any time by notifying BOWA in writing unless it is agreed between the parties that the assignment is in force for fixed period or the client has not agreed on ongoing legal advisory (BOWA On Call, BOWA IN House and BOWA Legal Department).

Assignments where the parties have agreed on precise services conducted by BOWA shall be in force for fixed period agreed between the parties or until the completion and performance of all obligations of both parties.

Ongoing legal advisory services (BOWA On Call, BOWA IN House and BOWA Legal Department) can be terminated by either party with 2-month notice period unless otherwise agreed between the parties in writing. The notice period shall commence on the first day of the next month after receipt of notice for termination.

BOWA shall have the right terminate the Agreement with immediate effects if the client (i) acts in bad faith or (ii) misleads BOWA and the client’s actions lead to lack of trust between BOWA and the client. BOWA shall also have the right to terminate the Agreement with immediate effects for special and compelling reasons including, but not limited to, (i) significant disagreement with the client about how the assignment should be carried out; or (ii) the client acts essentially contrary to BOWA’s advice or (iii) the client neglects his/hers obligation to contribute or cooperate; or (iv) the client behaves inappropriately or harasses BOWA; or (v) the client does not pay BOWA’s invoice that is due or the client does not pay agreed advance payment.

BOWA shall notify the termination of the Agreement to the client without undue delay. The client is always obligated to pay all BOWA’s fees and expenses (including VAT) incurred before the termination of the Agreement regardless of who terminated it and regardless of what ground(s) the Agreement was terminated.

If the assignment was agreed to be performed on fixed price BOWA reserves the right to invoice the client on basis of total time used for the measures.

BOWA shall have the right to exercise the right of lien on all the client’s documents, property and data that may be in possession of BOWA until the client has paid all due fees and expenses to BOWA.

16. Liability insurance

BOWA has taken a professional liability insurance policy which covers monetary damages up to EUR 200.000,00.

After these Terms have become effective BOWA is insured by OP Pohjola Ltd (www.op.fi).

18. Limitation of liability and claims

BOWA’s advisory and services are limited to Finland’s legislation unless otherwise specifically agreed between the parties in writing. Speculation concerning foreign legislation is purely based on BOWA’s experience and such speculation shall not be held as legal advice in any context.

For the best results the client must always provide all necessary and significant information (and any changes to information thereto) that may have an effect on the assignment at hand.

BOWA’s and BOWA’s employees total and accumulated liability for any damages caused during the performance of the assignment shall be limited to the total sum that equals 1,5 times the fees payable to BOWA by the client.

Should BOWA’s services deemed to be covered by the BOWA’s liability insurance policy (see section 16) BOWA’s total liability shall be limited, in any case, to EUR 200.000,00.

BOWA shall not be liable for any damages resulting from advices or drafted documents that are used in any other purpose than to their original intention. BOWA’s advices and services are only rendered and intended for the client’s use and BOWA is not liable for any damages suffered by third parties.

BOWA is not liable for any work or performance conducted by outside counsels. BOWA’s total liability for damages suffered by the client shall be reduces by any compensation the client may be entitled to under its insurance, other agreement or as the beneficiary or any other reliefs (including tax benefits).

BOWA, nor its employees, shall not be liable, in any case, for any indirect or consequential damages or losses the client may have suffered, or claims made by third parties. BOWA’s shareholder or employee is not personally liable for any damages caused during the performance of the assignment. The client undertakes not to pursue any legal actions against BOWA’s shareholders or employees unless it is precisely allowed under mandatory Finnish law.

All claims arising out of or in connection with the Agreement, the assignment and these Terms shall be made by the client in writing within 12 months after grounds for the claim occurred or after the assignment was completed, whichever occurs first.

18. Immaterial property rights

All immaterial property rights that are results of BOWA’s performance of the assignment shall be and remain as BOWA’s exclusive proprietary property. Notwithstanding anything to the contrary herein, the client shall have the right utilize results of the assignment for the purpose to which they were created and, in the client’s own business operations.

19. Amendments

These Terms will be sent to the client before entering into the Agreement. Furthermore, these Terms can be found on BOWA’s website.

BOWA shall have the right to modify and amend these Terms on its own discretion. All modifications and amendments to these Terms shall become effective when published on BOWA’s website (www.bowa.fi).

BOWA shall have the right to assume that the client has accepted and understood these Terms (as amended from time to time) unless the client has informed its objection in writing to BOWA or its employee within reasonable time.

BOWA reserves the right to withdraw from the Agreement if the client is not accepting the assignment to be covered and governed by these Terms. BOWA reserves the right to alter and update these Terms universally or for the purpose of a single assignment.

20. Personal data

BOWA processes personal data while carrying out the assignment and in its marketing as well as managing the client relationship according to relevant data protection legislation in force from time to time. Individuals, whose data is processed by BOWA, have the right obtain information about their personal data processed by BOWA and to have their personal data corrected or to be removed from register and to prohibit marketing. The client accepts and understands that his/her personal data may be transferred to countries outside European Union or European Economic Area if, for example, BOWA’s service provider’s servers are located in such countries. BOWA acts as the data processor of personal data it has received for, or during, the assignment, or during its marketing operations. Personal data obtained by BOWA can be accompanied or supplemented with data available in public sources. You can find more information about BOWA’s processing of personal data from BOWA’s privacy policy. Should you have any questions about your personal data you may contact us [email protected].

21. References

BOWA shall have the right to utilize client relationships (including, without limitations, the clients’ trade name and logo) in its marketing material and on BOWA’s website unless otherwise agreed between the parties in writing. If BOWA has a reasonable understanding that the client does not prefer its name and the relationship with BOWA to become public domain, BOWA will ask prior approval to use the clients name from the client.

22. Governing law & disputes

These Terms, the Agreement and the assignment shall be governed and construed according to substantive laws of Finland, without regard to its choice of law principles.

Any dispute, controversy or claim arising out of or relating to the Agreement or these Terms, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitration of the Finland Chamber of Commerce. However, at the request of a party, the Arbitration Institute of the Finland Chamber of Commerce may determine that the Arbitration Rules of the Finland Chamber of Commerce shall apply instead of the Rules for Expedited Arbitration, if the Arbitration Institute considers this to be appropriate taking into account the amount in dispute, the complexity of the case, and other relevant circumstances.

(i)  The seat of arbitration shall be Helsinki, Finland.

(ii)  The language of the arbitration shall be Finnish.

The parties shall keep confidential and shall not disclose to any third parties, without the prior written consent of the other party, the existence of the arbitral proceedings, any arbitral awards and any confidential information and material produced or disclosed by another party in the arbitral proceedings. Notwithstanding the aforesaid, the disclosure of information to third parties shall not be restricted under this section, if the disclosure of information is required by law, by a competent regulatory or governmental body or other public authority or is necessary to protect or pursue a legal right of a party. Furthermore, disclosure of information to professional, financial or legal advisors of a party shall not be restricted under this section, provided that the recipient of the information is bound by a confidentiality obligation.

The aforesaid shall not limit the parties’ right to:

(i)  seek interim orders or injunctions or any other provisional remedies available under the Finnish law;

(ii)  collect uncontested claims from the other Party; or

(iii)  enforce an arbitral award in any competent court of law.

Notwithstanding anything to the contrary herein, BOWA may take appropriate action against the client at any competent court or authority for the collection on any invoice sum fallen due.

If the client is considered to be a consumer according to the Finnish Consumer Protection Act and the client is domiciled in Finland, the client shall have the right to take legal actions against BOWA in the district court in whose jurisdiction the client is domiciled. If the client is not domiciled in Finland, all disputes shall be settled by the district court of Helsinki.

The client may also bring claims to be settled in the Consumer Disputes Board (www.kuluttajariita.fi).

23. Contact

BOWA Legal Ltd
www.bowa.fi

Address:
Pieni Roobertinkatu 11
FI-00130 Helsinki, Finland

Tel: +358 10 341 4400
E-mail: [email protected]
Reg.no. (Business ID): 3005519-2
VAT reg.no.: FI30055192