Terms of engagement

General provisions

1.1. These Doniec Górecki & Partnerzy Terms of Engagement form an integral part of the agreement for legal services entered into between the Client and the Service Provider.

1.2. The Service Provider is a commercial partnership established to provide legal services, in which the general partners practise as Polish attorneys-at-law. The Service Provider provides legal services in accordance with the Polish Act of 6 July 1982 on Attorneys-at-Law (consolidated text of 25 October 2018, Journal of Laws 2018, item 2115), other legislation governing professional legal advice and assistance, the Code of Ethics for Polish Attorneys-at-Law and the Code of Conduct for European Lawyers of the Council of Bars and Law Societies of Europe (CCBE).

Definitions

2.1. The terms used in these Terms of Engagement have the following meanings:

a) ‘Terms of Engagement’ or ‘Terms’ means these Doniec Górecki & Partnerzy Terms of Engagement;

b) ‘Service Provider’ or ‘Firm’ means Doniec Górecki & Partnerzy Spółka komandytowa, with its registered office in Kraków (ul. Józefa Marcika 6, 30-443 Kraków, Poland), NIP 679-31-15-993, REGON 362472945, entered in the register of entrepreneurs of the Polish National Court Register maintained by the District Court for Kraków-Śródmieście in Kraków, XI Commercial Division of the National Court Register, under KRS number 0000574486;

c) ‘Client’ means a natural person, legal person or organisational unit without legal personality that engages the Service Provider to provide legal services under an Agreement;

d) ‘Parties’ means the Service Provider and the Client;

e) ‘Agreement’ means the agreement for legal services entered into between the Parties, regardless of the form or manner in which it is concluded. Its terms are determined jointly, as applicable, by all or some of the following documents: (i) a separate agreement signed by the Parties; (ii) an engagement letter instructing or confirming the instruction to provide legal services; (iii) these Terms of Engagement; (iv) other general terms or reference documents adopted in the particular case, including annexes to the documents listed above; and (v) any amendments or supplements to the foregoing, as agreed by the Parties. In the event of inconsistency between those documents, they take precedence in the order listed above, subject to the amendments and supplements referred to in point (v);

f) ‘legal services’ or ‘services’ means the services provided by the Service Provider to the Client under the Agreement.

Services

3.1. The principal terms of the Parties’ engagement, including the subject matter and scope of services and the fee arrangements, shall be set out in a separate contractual document signed by the Parties or in a letter instructing or confirming the instruction to provide legal services (engagement letter).

3.2. For the avoidance of doubt, the Agreement does not include an obligation to provide investment advice, accounting or bookkeeping services, property valuation, technical or environmental advice, the preparation of valuations, investigative services, or other services requiring particular qualifications, concessions, permits, consents or licences, or which, under established market practice, do not ordinarily fall within the scope of legal services provided by Polish attorneys-at-law and advocates.

3.3. These Terms of Engagement shall apply to any further Agreements entered into by the Parties unless the Parties expressly agree otherwise.

Confidentiality

4.1. The Service Provider shall keep confidential everything learned in connection with providing legal services (professional confidentiality). This duty cannot be limited in time. The Service Provider cannot be released from the duty of professional confidentiality in respect of facts learned when providing legal assistance or handling a matter. The Service Provider acknowledges that this duty does not cover information disclosed under the Polish Act of 1 March 2018 on Counteracting Money Laundering and Terrorist Financing (Journal of Laws 2018, item 723), to the extent specified in that Act.

4.2. The Client acknowledges that performance of the Agreement may require the Service Provider to access documents and information constituting the Client’s or its related entities’ trade secrets within the meaning of applicable law, and other non-public information of the Client or its related entities, including inside information within the meaning of the Polish Act of 29 July 2005 on Trading in Financial Instruments (consolidated text of 9 November 2018, Journal of Laws 2018, item 2286) (collectively, ‘confidential information’).

4.3. The Client consents to the Service Provider disclosing confidential information in relevant judicial, administrative or disciplinary proceedings to the extent necessary to protect the rights and interests of the Service Provider or its partners, employees and other personnel.

4.4. To enable the proper provision of legal services, the Client authorises the Service Provider and ensures that it can obtain all documents and information from employees, other personnel, other advisers, and persons and entities cooperating or acting jointly with the Service Provider.

Fees and expenses

5.1. Unless otherwise agreed by the Parties, the Service Provider’s fees for legal services provided in a given month shall be paid monthly, by the tenth day of the following month.

5.2. The Service Provider’s fee rates are net amounts, to which applicable VAT will be added.

5.3. Unless otherwise agreed by the Parties, where fees are based on the time spent by the Service Provider, the time devoted to legal services shall be documented in a statement of time actually worked. The statement shall be sent to the Client electronically for each calendar month. The Client shall approve the statement within two working days or submit reasoned objections within that period in electronic written form using the Parties’ email addresses. If the Client does not submit duly reasoned objections within that period, the statement shall be deemed accepted without reservation.

5.4. Costs and expenses necessary for providing the legal services and incurred by the Service Provider, including business travel and accommodation, shall be reimbursed by the Client upon presentation of supporting documents. Such costs and expenses may include, without limitation, business travel and accommodation, court and administrative fees and expenses, stamp duties, fees for copies, extracts, certificates and other documents, and costs and expenses of external services procured in the Client’s interests and with the Client’s agreement.

5.5. Any funds received from the Client to cover costs and expenses relating to the legal services, or for another purpose, shall be held in the Service Provider’s non-interest-bearing bank account and used for purposes connected with the legal services under the Agreement or returned to the Client on request. If payment is overdue, the Service Provider may satisfy its claims for legal services fees from funds received from the Client to cover costs and expenses relating to the legal services or for another purpose.

Communication

6.1. The Parties’ arrangements, the provision of legal services and communications concerning the progress of matters, fees, costs and expenses relating to the legal services, and other matters connected with performance of the Agreement may be conducted electronically by email or other electronic means, in particular instant messaging.

6.2. The Client acknowledges and accepts that, despite professional technical and organisational measures to ensure the security and confidentiality of communications, certain risks cannot be completely excluded, including unauthorised, unlawful access by third parties or system disruptions.

Documents

7.1. In connection with the services provided, the Service Provider stores documents and information electronically on external servers operated by professional providers of such services. By entering into the Agreement, the Client agrees to this method of storage and acknowledges and accepts that, despite professional technical and organisational measures to ensure the security and confidentiality of stored data, certain risks cannot be completely excluded, including unauthorised, unlawful access by third parties or system disruptions.

7.2. The Service Provider shall retain the files of matters handled for the Client while providing legal services. Once those services have ended, if the Client has not given written instructions for the transfer of the files held by the Service Provider, the Service Provider may, at its discretion, continue to retain the files electronically or in physical form, or delete them without prior notice to the Client.

7.3. Regardless of the above, the Service Provider may retain an electronic copy of the files of matters handled for the Client for archival purposes and to protect the rights and interests of the Service Provider or its partners, employees and other personnel.

Intellectual property

8.1. The Service Provider retains exclusive rights to intellectual property created in providing legal services to the Client. The Client may use all documents and other materials produced by the Service Provider in the course of those services within the scope and for the purpose of the Agreement.

Liability

9.1. The Agreement creates an obligation to exercise due care. Under it, the Service Provider undertakes to act with due diligence in cooperation with the Client to create the conditions for achieving the purpose of the Agreement. However, the Service Provider does not guarantee that the purpose will be achieved and is not liable if the anticipated outcome does not occur.

9.2. The Service Provider is liable only for the direct consequences of its acts or omissions and for actual loss. The liability of the Service Provider and its partners, employees and other personnel for damage caused by non-performance or improper performance of obligations under the Agreement or these Terms, regardless of the legal basis of the claim, whether contractual, tortious or otherwise, is limited to cases of wilful misconduct or gross negligence and to the amount of the Service Provider’s fees under the Agreement or, if that amount cannot be determined from the Agreement, PLN 100,000.

9.3. For services commissioned from third parties through the Service Provider in connection with performance of the Agreement, the Service Provider’s liability is limited to fault in selecting the third party within the meaning of Article 429 of the Polish Civil Code.

9.4. The Service Provider is not liable for damage resulting from following specific instructions from the Client if it warned the Client of the risks associated with those instructions.

9.5. In performing its obligations under the Agreement, the Service Provider will rely on information and documents supplied by the Client or persons acting on the Client’s behalf or for its benefit. The Service Provider is not responsible for them and is not obliged to verify their reliability, completeness or accuracy in fact or law.

9.6. The Client is responsible for the economic assumptions presented to the Service Provider as the basis for further advisory services under the Agreement.

9.7. Without prejudice to the above limitations, the Service Provider is not liable for the consequences of non-performance or improper performance of obligations under the Agreement or these Terms where: (a) the Client or persons acting on its behalf or for its benefit fail to provide necessary documents, information or data, or provide them late; (b) the documents, data or information supplied by the Client or such persons are inaccurate in fact or law, incomplete or imprecise; (c) the Client or such persons fail to take factual or legal steps identified by the Service Provider, or known to them, as necessary to obtain the intended effect of an act or action; or (d) non-performance or improper performance results from circumstances dependent on the Client or third parties, including financing providers, public administrative authorities, courts and institutions.

9.8. The Service Provider is not liable for changes or differences in interpretation by public administrative authorities, courts or other public institutions or entities performing public functions.

9.9. The Service Provider is not responsible for how the Client uses reports, materials or other results of advisory work, for the Client’s compliance with applicable law, or for obtaining any official decisions, consents or permits required for particular actions.

9.10. The Client undertakes to indemnify and hold harmless the Service Provider and its partners, employees and other personnel against any liability, damage, costs, losses or expenses arising from claims, demands or actions by any third party relating to the Client’s breach of applicable law, third-party rights or this Agreement.

Governing law

10.1. The Agreement and any disputes arising out of or relating to it or its subject matter, including its formation or interpretation, are governed by and shall be construed in accordance with the law of the Republic of Poland.

Dispute resolution

11.1. If a dispute arises between the Parties concerning performance of the Agreement, the Parties shall endeavour to resolve it amicably and seek agreement in good faith. If no agreement is reached within thirty days after one Party sends a request for amicable resolution, either Party may pursue its claim as provided in these Terms.

11.2. All disputes arising out of or in connection with the Agreement shall be determined by a court of general jurisdiction in the Republic of Poland in accordance with the applicable procedural rules, unless the Parties agree separately to submit the dispute to an arbitral tribunal agreed between them.

11.3. The Parties shall not disclose to third parties the existence, subject matter or course of a dispute between them, either during attempts at amicable settlement or after proceedings have been commenced before an ordinary court or arbitral tribunal.

Working together

12.1. The Client consents to the Service Provider stating on its website and in other information materials, including its client portfolio, that it provides legal services to the Client and describing the general nature and types of those services. This includes using the designation ‘legal adviser to the Client’ and the Client’s logo for the Service Provider’s marketing purposes, provided that use of the Client’s name or logo does not infringe the Client’s rights. The Client may withdraw this consent at any time.

Amendments

13.1. The Service Provider may amend these Terms of Engagement as circumstances require. In that event, it shall notify the Client of the amendment and make a new consolidated version of the Terms available electronically, identifying the changes. Amendments introduced in this way take effect when accepted by the Client or fourteen days after notification, unless the Client has given notice to terminate or has terminated the Agreement before that period expires.

Termination

14.1. Unless otherwise agreed by the Parties, the Service Provider may terminate the Agreement on one month’s notice, effective at the end of a calendar month, with or without giving a reason.

14.2. Either Party may terminate the Agreement with immediate effect in the event of a material breach by the other Party if compliance is not restored within fourteen days after the breaching Party receives a written demand to remedy the breach. To be valid, notice of termination with immediate effect must be in writing and state the specific reason for termination.

14.3. Clauses 4, 8–12 and 14.3–14.5 of these Terms of Engagement remain in force after the Agreement ends, whether through termination or expiry for any reason, a final decision of any administrative authority or court declaring the Agreement invalid or non-existent, or any other event depriving it of legal effect. Other provisions which by their nature must survive the end of the Agreement shall also remain in force following termination or expiry for any reason.

14.4. If the Service Provider’s base or additional fee is a success fee, contingent on the occurrence or non-occurrence of a specified event or state of affairs, the Service Provider retains the right to that fee despite notice of termination, termination or expiry of the Agreement, provided that the Agreement did not end because of the Service Provider’s material breach.

14.5. Termination or expiry of the Agreement for any reason does not affect any claim or action that either Party has brought or could have brought against the other as a result of a breach of the Agreement.