General Terms & Conditions
AGREEMENT ON PROVISION OF LEGAL SERVICES
Effective from 01.06.2023
GENERAL TERMS AND CONDITIONS
These general terms and conditions (“General Terms and Conditions”) constitute the second part (“Second Part”) of the Agreement on Legal Services that applies to the provision of legal services to clients (“Client”) by the law firm Advokátska kancelária Tibor Kerata, s.r.o., so sídlom Mlynské Nivy 5, Bratislava – mestská časť Staré Mesto 821 09, IČO: 47 259 035, zápis Obchodný register Mestského súdu Bratislava III, oddiel Sro, vložka č. 150589/B (“Law Firm”) indicated in the First Part of this Agreement on Legal Services (“First Part”). Unless agreed otherwise, both the First Part and the Second Part together shall constitute Agreement on Legal Services (“Agreement”) entered into with a Client. In case of discrepancies between the Second Part (General Terms and Conditions) and the First Part, the latter shall prevail.
1 AGREEMENT
The Agreement is entered into in writing or in a format reproducible in writing, using the agreement template prepared by the Law Firm. An Agreement is regarded as concluded if it is in a format which is also reproducible in writing and if the volume, scope and terms of provision of legal services are agreed to by e-mail without signing a formal agreement. Oral agreements may be entered into only for a one-time purpose or for provision of legal services in respect of a clearly defined assignment, and when possible these oral agreements should be confirmed by e-mail. An oral agreement is considered as the First Part of the Agreement, and these General Terms and Conditions shall apply as the Second Part of the Agreement. Legal services are provided on behalf of the Law Firm only by members of the Slovak Bar Association of the jurisdiction where the Law Firm is established (the “Slvoak Bar Association”), i.e. attorneys, legal trainees respectively, depending upon each jurisdiction (“attorney” or “legal trainees”). Attorneys provide legal services independently, while legal trinees provide legal services under the supervision of an attorney pursuant to the provisions of the Slovak Bar Association.
Attorneys may engage other employees working for the Law Firm in provision of legal services. Such employees cannot independently provide legal services to a Client on behalf of the Law Firm, but they assist the attorneys who engage them in provision of legal services under the supervision of, and on the responsibility of those attorneys. Only those attorneys and employees who are actually engaged in provision of services to the Client are considered as engaged. A list of the persons providing legal services on behalf of the Law Firm and the list of other employees is available on the website of the Law Firm www.aktk.eu.
The party to the Agreement that provides legal services is always the Law Firm, and provides those services as a legal entity. The services are not to be constructed as being provided by a specific attorney or other employee of the Law Firm providing legal services to the Client. The attorneys and other employees of the Law Firm or the private individuals providing services via the Law Firm are not personally liable to the Client except when stipulated by law.
The Law Firm and its attorneys may represent and defend the Client in all disputes, negotiations and proceedings out of court and in court, in arbitration tribunals and elsewhere. Limitations on the right of representation are agreed to in writing or in a format reproducible in writing. In particular assignments, e.g. court representations, the Client will provide a separate power of attorney for performing the assignments agreed to in the First Part of the Agreement. Engaging external counsel, including law firms from abroad, in provision of legal services always requires prior approval from the Client. In granting approval, the Client commits to give instructions to such external counsel, assess the advice provided, and assumes liability for payment of invoices delivered by external counsel. The Law Firm is not liable for payment of invoices for fees or expenses related to provision of services by external counsel.
2 PROVISION OF LEGAL SERVICES
At the outset of provision of legal services, the Law Firm agrees with the Client on the scope of work to be performed as legal services by the Law Firm.
The scope of work maythereafter be amended by agreement between the parties of the Client Agreement.
The legal services provided to the Client by the Law Firm are based on the facts of the specific assignment as provided by the Client. The Client cannot rely on the advice provided by the Law Firm in any circumstances which the Law Firm has not analysed prior to providing the advice.
Legal services only include the provision of legal assistance within the scope of the assignment agreed with the Client. Legal services do not cover advice in other areas (such as any financial, accounting, environmental, technical or other advice).
Attorneys and employees of the Law Firm are qualified to provide legal services only on the basis of the law of jurisdiction of the respective Law Firm. Based on its general experience in the respective area of law, the Law Firm may provide views on issues related to the law of other jurisdictions, but this does not constitute provision of legal services and the Law Firm does not assume any liability for the correctness of such views.
The Client undertakes to provide the Law Firm all relevant information and documents concerning the assignment and to keep the Law Firm informed of facts that change or may be anticipated to change. In co-operating with the Law Firm and at its request the Client will promptly deliver documents and positions and perform other acts necessary for timely performance of the assignment. The Client undertakes to accept the assignment carried out by the attorneys and employees of the Law Firm and forthwith notify the Law Firm regarding any amendments required. If the Client fails to deliver such notification to the Law Firm, the legal services shall be considered to have been accepted by the Client. Unless otherwise agreed with the Client in writing or in a format reproducible in writing, the Law Firm does not undertake to amend or update any information, opinions or documents provided to or prepared for the Client after performance of an assignment due to amendments to or revocation of legal acts, development of case law or due to apparent or actual changes in any other circumstances.
3 FEES AND INVOICING
Unless agreed otherwise, the Client pays the Law Firm for legal services based on the hourly fee rates set out in the First Part of the Agreement.
The amount of the fee for legal services requested by the Client is calculated on the basis of, but not limited to the following criteria: (i) the time spent in fulfilling the assignment; (ii) the qualifications and experience of the attorney or employee performing the assignment, and the resources required for fulfilling the assignment; (iii) the business interest involved; (iv) the risks assumed (if any) in fulfilling the assignment; and (v) the time constraints for fulfilling the assignment.
For the avoidance of doubt, time spent on telephone calls relating to the Client’s matters, including calls with the Client, other advisors of the Client or opposing counsel will also be charged. Unless otherwise agreed, the Law Firm will charge the Client for time its personnel spends traveling in performance of the assignment.
Unless agreed otherwise, the minimum time tracking unit is 15 minutes.
The amount of fees is determined irrespective of whether those fees will be reimbursed to the Client as cover for legal expenses or under an insurance policy acquired for any other reason, or whether, in a given dispute, the losing party is obliged to pay the costs of the opposing party. The Law Firm issues an invoice either directly to the Client or to a third person designated by the Client. If the third party designated by the Client fails to pay an invoice by the due date of payment, the Law Firm may readdress the invoice in the name of the Client, and the Client shall pay the invoice by the due date of payment indicated in the invoice.
The Law Firm may unilaterally change its hourly fee rates but must inform the Client at least 30 calendar days in advance in a format reproducible in writing at the time of or before provision of legal services. If the Client does not agree to pay the fee for provision of legal services on the basis of an hourly fee rate(s) that is (are) different from the fee rate(s) set out in the First Part of the Agreement or agreed upon between the parties at a later date, each party will be entitled to cancel the Agreement. Cancellation of the Agreement by the Client does not release the Client from the obligation to pay an invoice delivered for legal services provided, and expenses related thereto, up to and including the moment of cancellation.
Fee estimates are always indicative and are based on information available to the Law Firm at the time the estimate is given. Unless agreed otherwise, fee estimates cannot be regarded as fixed quotes.
Unless otherwise instructed by the Client, the Law Firm may take such action as it considers necessary or advisable in order to carry out an assignment, and incur reasonable out-of-pocket expenses on the Client’s behalf.
The Law Firm invoices on a monthly basis, unless otherwise agreed in writing. The term of payment of an invoice is 14 calendar days.
Value added tax is added to fees in the cases and at the rate set by law. In addition to fees, the Client also reimburses direct expenses incurred by the Law Firm in provision of legal services (including, but not limited to, translations, notary fees, stamp duties, etc.). If payment of an invoice is delayed, the Law Firm may suspend provision of legal services, charge interest at the rate of 0.06% on the overdue amount for each calendar day of delay, and withhold documents prepared for the Client’s assignment until full payment by the Client of amounts overdue.
The Client will reimburse to the Law Firm all additional expenses incurred by the Law Firm in relation to collection of any amounts not paid by the due date of payment by the Client.
Invoices are sent to the Client in electronic form to the e-mail address indicated in the Agreement.
Upon the Client’s request, the Law Firm will provide an invoice in paper form.
4 CONFLICT OF INTEREST
Before accepting an assignment, the Law Firm always conducts an internal conflict-of-interest check to verify that the Law Firm can accept the assignment.
Notwithstanding such checks, circumstances may arise that prevent the Law Firm from acting for the Client in an existing ongoing or future matter. The relations between the Law Firm and the Client do not create mutual exclusivity. The Client may use the services of other Law Firms for the purpose of fulfilment of any assignment. In addition, the Law Firm retains the rights to render legal assistance to other persons and execute assignments not connected to the Client’s assignment, including providing of services to persons operating in the same field as the Client.
5 ELECTRONIC COMMUNICATION, IT SYSTEMS AND ORIGINAL DOCUMENTS
The Client agrees to exchange of information electronically. The Client is aware of the risks deriving from electronic communication: messages may get delayed or lost, confidential and personal information may be intentionally or unintentionally modified, stolen or disclosed to third parties. The Law Firm is not liable for the risks related to electronic communication of digitally formatted information, provided that the Law Firm has taken all reasonable precautions.
Measures taken to protect electronic communication and to ensure its confidentiality and preservation by the Law Firm may in certain cases cause communications from the Client to be blocked or delayed. TheClient is advised to follow up by telephone regarding any messages that are particularly time-sensitive or in circumstances in which it is unclear that the message has been duly received by Law Firm.
The Law Firm uses IT systems (including electronic communication, client administration and document administration systems) which contain information on clients of the Law Firm, the legal services provided to them and documents related thereto. Unless agreed otherwise, the Law Firm returns to Client all original documents in its possession in relation to an assignment after completion of the assignment, rejection of the assignment or cancellation of the Agreement.
6 PERSONAL DATA
The Law Firm collects, stores, uses and processes personal data about the Client and the persons directly related to it (e.g. employees and/or representatives) in accordance with laws applicable to protection of personal data for, amongst others, the purposes of performing the Agreement, administering billing and accounting systems, maintaining its internal information systems, managing client relationships, complying with its legal obligations and for marketing purposes.
For the purposes of fulfilment of the Client’s assignment the Law Firm will process the personal data of the Client and the persons directly related to it (e.g. employees and/or representatives) in the capacity as a personal data processor in accordance with laws and regulations governing personal data protection. The Client must inform the Law Firm on security measures it requires for the protection of persona data processing. If the Client has not separately informed the Law Firm on such security measures, the Client hereby agrees that the security measures taken by the Law Firm correspond to the requirements of the Client and applicable law. Persons whose personal data are processed by the Law Firm are entitled, under law, to obtain information on the personal data processed by the Law Firm and to request that the Law Firm rectify or erase their personal data.
If necessary for the provision of legal services, the Law Firm may process the personal data of another person or the Client obtained on the basis of the Agreement or by law, including sensitive personal data, without the consent of those persons.
The Law Firm may transfer the above referred to information about the Client and the persons directly related to it (e.g. employees and/or representatives) to third parties where such information is needed for the performance of the Client’s assignment (e. g. to foreign counsel which the Client may ask the Law Firm to engage or to which the Client’s assignment may be transferred, etc.), as much as it is needed to achieve this purpose. More information https://aktk.eu/podmienky-ochrany-sukromia/
7 INTELLECTUAL PROPERTY, CONFIDENTIALITY, NON-SOLICITATION
Copyright and other intellectual property rights in all attorney work product generated in the course of the assignments by the Law Firm belong to the Law Firm. However, the Client has the right to use such attorney work product for the purposes for which they are provided.
the Law Firm will keep confidential Client information that becomes known to the Law Firm while providing legal services. If necessary for the provision of legal services, or if the obligation derives from the law, the Law Firm may disclose to third persons (including notaries, translators, banks and state authorities) confidential information and documents regarding the Client without separate consent from the Client. If the Client instructs the Law Firm to use the services of other service providers for provision of legal services or if the Client agrees with the use of other service providers suggested by the Law Firm, the Law Firm may, unless clearly agreed otherwise, disclose to them such confidential information and materials as the Law Firm considers necessary for the overall performance of the assignment.
The Law Firm is also entitled to disclose the information entrusted by the Client and/or relating to legal services provided to the Client by the Law Firm in the course of internal review and/or professional investigation in disciplinary procedure, when the review or investigation is conducted pursuant to rules of the Slovak Bar Association.
During the period of the Agreement and for 12 months after its expiry, the Client agrees to avoid soliciting any lawyer or attorney who worked for the Law Firm during the validity period of the Agreement for employment or provision of services under another contract.
8 REFERENCES
The Law Firm may reveal to third persons the fact that the Client is a client of the Law Firm, the cases and assignments in which the Law Firm has assisted the Client, and the general nature of the services provided to the Client. Contents of the legal services provided to the Client may be disclosed without the Client’s consent provided that such information has been already legally published or made accessible to the public in any other way to at least the same extent. Information publishable on the basis of the law, including information on public court cases, or published by means of mass media by the Client itself or third persons may be disclosed by the Law Firm to the extent which it has already been published or is subject to publishing pursuant to the law. The Law Firm may also use the trademark or logo of the Client for that purpose, unless agreed otherwise in writing or in a format reproducible in writing.
When the Client publicizes information regarding the assignment carried by the Law Firm, the Client shall, to the extent possible, indicate that the legal assistance in relation thereof was provided by the Law Firm.
9 LIMITATION OF LIABILITY
The Law Firm is liable for direct proprietary damage wrongfully caused to the Client through provision of legal services up to triple the amount of fees paid or payable for legal services. In any case the liability of the Law Firm for damages caused to the Client through provision of legal services is limited to EUR 1,500,000. The Law Firm is not liable for loss of profit or non-proprietary damage. Without limiting the generality of the foregoing, if the Client has been advised by an advisor other than the Law Firm in the same matter, the liability of the Law Firm is always also limited to its pro rata share of the total damages.
The liability of the Law Firm to the Client will be reduced by insurance indemnities or compensation for damage received by the Client under any insurance agreement or under any other agreement, unless it is contrary to the Client’s agreement with the insurer or third party or the Client’s rights against the insurer or third party are thereby restricted.
The Law Firm reserves the right to limit its liability to a lower amount than stated above subject to agreement with the Client, depending on the nature of a particular assignment or part thereof.
The Law Firm is not liable for damage caused by advice or documents provided to the Client if they are used for any other purpose than that for which they were originally prepared.
The Law Firm is liable only to the party who entered into the Agreement with the Law Firm and will not accept liability for damage that may be caused to any third person.
The Law Firm does not assume liability for services provided by external counsel (including other law firms) irrespective of whether the other counsel was engaged on the initiative of the Law Firm itself or of the Client, provided that the Client has been informed about engaging such external counsel. If the law prescribes the liability of the attorneys or of any employees working for the Law Firm or individuals providing services via the Law Firm, the limitations of liability set out above also apply to those persons to the extent permitted by law.
10 TERMINATION OF AGREEMENT
This Agreement shall come into effect on the date of its execution and shall remain valid until its termination if not provided otherwise below.
The Client may terminate the Agreement at any time by notifying the Law Firm in writing or in a format reproducible in writing.
The Law Firm may terminate this Agreement at any time by serving a 14-day prior written notice to the Client before the termination date, unilaterally in cases, where the Law Firm has a substantial reason, provided that the Client interests are duly respected.
The Law Firm may terminate fulfilment of an assignment with an immediate effect (upon inform the Client thereof) if the Client fails to pay an invoice for legal services when due. An invoice overdue for over 30 days constitutes a fundamental (material) breach of the Agreement, and the Law Firm may then terminate the Agreement extraordinarily with an immediate effect (upon informing the Client thereof) irrespective of the assignment for the performance whereof the Agreement has been entered into. In some cases, the Law Firm may be obligated or entitled to terminate the Agreement, for example if the Client submits falsified evidence or demands that the attorney use means or ways that are contrary to law in order to protect the Client’s interests or demands that the attorney act in a way not in compliance with the honour and reputation of the attorney or professional ethics, or if a conflict of interest exists / arises in fulfilling the Client’s assignment, or if the Client acts contrary to the attorney’s instructions or in any other manner expresses that the Client has lost trust in the attorney, or if the Client gives instructions to the attorney that are detrimental to the Client’s interest or clearly useless for performance of an assignment, and does not forego demanding compliance with these instructions irrespective of the attorney’s explanations.
Upon termination of the Agreement, the Client shall pay to the Law Firm fees for legal services provided and expenses incurred prior and up to termination of the Agreement. If services to the Client under this Agreement are not rendered for 6 (six) months or longer, the Law Firm shall be entitled (at its own discretion) (i) to unilaterally change the fees indicated in the First Part of this Agreement; or (ii) to unilaterally terminate this Agreement with immediate effect by serving a respective notice to the Client.
11 GOVERNING LAW
The Agreement is governed by the Slovak law as of the respective jurisdiction of the Law Firm.
12 CLAIMS
If a legal service is not in conformity with the terms of the Agreement, the Client may: (i) require performance of the obligation; (ii) withhold performance of an obligation which is due from the Client; (iii) demand compensation for damage; (iv) withdraw from or cancel the Agreement; (v) require a reduction of the fees; (vi) in the case of a delay in performance of a monetary obligation, demand payment of default interest.
The Client who has a complaint or claim regarding the activities of an attorney or employee of the Law Firm shall submit a complaint to the Law Firm in a format reproducible in writing. The complaint must clearly set out a description of the Client’s rights that have been violated, and the circumstances of the violation. Any existing evidence regarding violation of the Client’s rights must be appended to the complaint. A claim for damages must be presented to the Law Firm in writing. The Client shall be required to file a claim for damages during 12 months from the moment of receiving the legal service from the Law Firm or from the moment when the assignment or a substantial part of it can reasonably be considered to have been completed, whichever occurs first. If the Client fails to file the claim during the said period, the right of the Client to file the claim shall expire.
13 DISPUTES
Any dispute, controversy or claim arising out of or relating to the Agreement is settled by negotiation. Should negotiations fail, the parties are entitled to apply to applicable general court of the Slovak Republic.
14 NOTICES
All notices, requests, demands and other communications between the parties under this Agreement shall be made in writing and shall be deemed to have been duly given when delivered in person, sent by courier mail, registered mail or ordinary mail or e-mail at the addresses of the parties indicated in the First Part of the Agreement. Each party shall forthwith notify the other party about any change of its contact details indicated in the First Part of the Agreement.
15 AMENDMENTS
The Law Firm may unilaterally amend these General Terms and Conditions from time to time, notifying the Client by e-mail at least 30 calendar days in advance. The Law Firm publishes amendments to the General Terms and Conditions on its website www.aktk.eu. The Client that does not agree with an amendment to the General Terms and Conditions may terminate the Agreement in line with Clause 10 of the General Terms and Conditions.
