GENERAL TERMS AND CONDITIONS FOR THE PROVISION OF LEGAL SERVICES
Advokaadibüroo Kaido Uduste OÜ
Unless otherwise agreed between the Client and the Office in connection with the provision of legal services, the Parties shall be deemed to have entered into a contract of provision of legal services under the following conditions:
CONCLUSION AND THE OBJECT OF CONTRACT
1. If the Parties have not entered into a separate written or electronic legal services contract with the Client before the beginning of the provision of legal services by the Firm (hereinafter referred to as the "Agreement"), the Agreement between the Parties shall be deemed to have been entered into as of the moment the Firm has started to provide legal aid to the Client. However, starting to provide legal services requires prior submission of a request by or on behalf of the Client to the Office for legal services (hereinafter referred to as the "Order") to resolve a specific legal problem, as well as the consent of the Office/Attorney to fulfil the task (Order).
2. Legal services are provided directly by a specific attorney-at-law dealing with the Client (hereinafter referred to as "Attorney"). The rights and obligations of Attorney apply also to the Office and vice versa, if it does not conflict with the essence of their rights and duties.
3. Attorney has the right to appoint other attorneys of the Office to render the legal services (assistants of attorney-at-law are acting under the guidance of their patron). The same rights and obligations as agreed regarding Attorney shall apply to such appointed attorneys acting in Office. At the request/consent and at the expense of the Client, the Office is also entitled to involve outside attorneys, experts, consultants etc. in providing legal services. Involved persons outside the Office, who are not attorneys are not subject to the conditions applicable to attorneys (including guarantees and the terms of professional ethics).
LEGAL SERVICES
4. Among others, the Office shall render the following legal services:
4.1. written and oral consultations;
4.2. composition of legal documentation (applications, answers, demand letters, claims and actions, agreements, appeals etc.) and signing these in the name of the Client;
4.3. representation of the Client in the negotiations;
4.4. representation of the Client in front of the authorities (incl. pre-trial proceeding and pre-trial dispute resolution bodies, all court instances etc.).
5. The Client shall provide to the Office a request for concrete legal service either orally, by phone, e-mail, or through any other electronic channel defining clearly each assignment. After this, the Office shall check whether there is a conflict of interest or a possibility for such conflict associated with the Attorney providing the legal services. If necessary, the Office will refuse to perform the assignment or shall appoint another attorney to fulfil the assignment.
6. By placing an Order the Client agrees with the electronic transmission of information (incl Internet, phone etc.). By placing an Order the Client confirms that he/she/it is aware of the risks related to the use of electronic communication (for example, loss or change of communication, information becoming known to third persons etc.). The Office shall not be liable for these risks.
7. The Client constantly co-operates with Attorney for the fulfillment of assignment, notifies Attorney instantly about all important circumstances related to the performing of legal services and Client’s positions, delivers to Attorney all documents and information necessary for performing the legal services as soon as possible, and performs instantly all operations necessary from his/her/its side for the performing of legal services.
8. Holding of Client's property/assets by the Office is a paid service. Client’s money and securities in electronic form are stored on a separate Office account (on a customer account) in a credit institution. The Client is hereby informed that, in the event of the Office's bankruptcy, relevant property could be considered a part of the bankrupt property.
9. Upon rendering the legal services, the Attorney is independent and follows the law, regulations and decisions of the organs of the Estonian Bar Association, the professional ethics requirements, including the Code of Conduct, and good morals and conscience. Bar Association Act, Code of Conduct and Internal Rules are available on the website of the Estonian Bar Association (www.advokatuur.ee).
10. In case of necessity, the Client gives to the Office/Attorney a power of attorney for demonstrating the existence of the right of representation.
PAYMENT FOR LEGAL SERVICES
11. Legal services provided by the Office are subject to a fee. Unless otherwise agreed, payment for the services shall take place on the basis of hourly rate. The Office shall inform the potential Client of the applicable hourly rate.
The amount of the fee is generally differentiated in such a way that legal analysis of the situation, preparation of legal documents, representation in front of public authorities or before other persons, and other legal assistance (including participation in electronic meetings and conferences) is paid on the basis of usual hourly rate and phone consultations (except electronic meetings and conferences), submission and/or delivery of legal documents, letters, etc. on behalf of and/or in the interests of the Client and going to and returning from the place of Clients representation, a lower hourly rate is applied.
The minimum unit is considered to be 0,1 hour.
The value added tax will be added to the amounts mentioned above in case and amounts required by Estonian law.
12. In the case of urgent tasks, which require work outside normal working hours, resting days and/or holidays, an increased hourly rate will be applied, except if the Parties have agreed otherwise. The need for working with such increased fee will be communicated to the Client beforehand, and the Parties will coordinate the number of such increased fee.
13. The Client undertakes to compensate to the Office the costs related to the performance of legal services (incl. stamp fees, invoices of third persons paid for the Client, transportation costs related to the going to and returning from the location where the representation takes place etc).
14. Under the agreement of the Parties, a third party may also pay the fee/costs owed to the Office for the Client.
15. In the event that the Office deems it necessary, the Client or third party will pay to the Office through a credit institution or branch acting in the European Economic Area, or in a country where the requirements equivalent with European Parliament and Council Directive (EU) 2015/849 apply.
16. The Office keeps records regarding the rendered legal services and related costs. Generally, the invoice for the legal services and related costs shall be sent in electronic form to the Client’s e-mail address on a monthly basis. The payment term of the invoice is 10 calendar days unless the invoice contains a longer payment term.
17. Client must inform the Office regarding disagreeing with the invoice not later than within 3 working days after it was sent, describing the reasons for the disagreement. Failure to inform will be counted as agreeing with the invoice.
18. Parties have the right to agree also on other payment terms and conditions.
19. In case of delay with the execution of a financial obligation, the Client undertakes to pay to the Office an interest in the amount of 0.05% from the outstanding amount per day until the debt is fully paid and compensate all additional costs/damages that will incur in connection with the collection of Client’s debts. In case of partial payments firstly the interest payments and after that the principal sum shall be considered of being paid
20. In the event that the Client has breached a payment obligation, the Office is entitled to demand advance payments to the Office to the extent of the expected fees/expenses as a condition of continuing to provide legal services.
21. In case the Client has not paid the chargeable claim during 1 month, the Office is entitled to transfer such financial claim against the Client to a third party (including a debt collection company). The non-payment of a financial claim shall be understood as the consent to the Office to transfer relevant financial claim and disclose related information to the claim acquirer needed for the collection.
MISCELLANEOUS
22. The Attorney has the right to disclose the materials related to the rendering of legal services to the other attorneys within the Office in case of need.
23. At its discretion, the Office has the right to hand over the materials related to the rendering of legal services (incl original documents) to the Client and the Client is obliged to take these into Client’s possession. Generally, the materials related to the rendering of legal services (incl original documents) shall be returned to the Client at Client’s request upon completion of the assignment, termination of the Contract, waiver to perform the assignment by Attorney etc. The Office has the right to withhold the materials that are related to the rendering of legal services and drafted at Client’s order or transferred to the Office by the Client during the period when Client has outstanding obligations towards the Office. The Office has the right to destroy the information and materials related to the Client after three (3) years of the fulfilling of certain assignment or termination of rendering of legal services to the Client, except for information and materials related to the prevention of money laundering and terrorism financing, enforcement of international sanctions etc, which according to law must be stored for five years after the business relationship has ended.
Upon Client’s request, to hold the materials in the Office also after 3 years, the Client undertakes to pay to the Office for maintaining each unit of material of between 1 and 500 pages of data 25 euros (plus VAT) per year.
24. The Attorney shall act with a necessary care in carrying out his tasks but does not guarantee to Client certain results. The Attorney/Office is not responsible for the changes in laws, legal- and court practice, neither for the results of actions/inactivity of third persons (incl. officials). After the execution of the task, the Attorney has no obligation to change, improve or update any information submitted to the Client, opinions, or other documents prepared by the Attorney arising from revocation of or changes in the law, changes in the legal practice or any change of other circumstances.
25. The Office has the right, without separate consent of the Client, to disclose necessary information and documents related to the Client and current assignment to third persons (including, but not limited, the other side of the dispute, authorities, translators, notaries, involved specialists and experts etc.) and present Client’s positions to public (incl media) upon rendering the legal services. In order to comply with the requirements related to the prevention of money laundering and terrorist financing and to the international sanctions restrictions and to remove the related obstacles therein (e.g. the requirement to forward data in order to enable the execution of payments to be completed), the Office shall have the right to submit the necessary data, including the data collected through the Client, the task, the persons performing/receiving the payments and other due diligence measures, to the persons who apply such restrictions and/or make such claims (including credit institutions, notaries, officials, authorities, etc.). Parties have also agreed that the Office has the right to disclose the fact that the Client is a client of the Office, in which cases/projects the Office has rendered its services to the Client and the general character of the services rendered to the Client (incl in the homepage and other communication channels of the Office). The Client has the right to define which information is not disclosable by the Office, informing the Office about this before the disclosure of relevant information.
26. Intellectual property rights (including copyrights) that arise in the provision of legal services are owned by the Office. The Client has the right to use the results of the legal service for the purposes for which they have been transferred to the Client.
27. The Office processes personal data related to the Client (data necessary and submitted by the Client to the Office), in particular, in order to provide legal services (to execute the legal services contract and manage a customer relationship), as well as to fulfil its legitimate interest (including to ensure of getting payments for legal services), to meet its legal obligations (including to comply with the requirements of laws regarding anti-money laundering and financing of terrorism, international sanctions; and the legislation regulating attorneys activities etc.) and to a limited extent and limited cases, also for marketing purposes (including for maintaining customer relations and describing Offices experience). The Office will not transfer personal data related to the Client to third parties outside the operations/objectives described in this Contract without further consent from the Client. Personal data related to the Client will be stored during customer relationship but also even after the end of a customer relationship to exercise and guarantee the rights/obligations arising from the legislation.
28. In certain situations (including if it acts as a business agent), the Office/Attorney has the obligation to identify and monitor the circumstances related to the Client and act in a ways as described by the laws to prevent money laundering and terrorist financing, enforce international sanctions etc.
By placing an Order, the Client confirms that:
- he/she/it does not engage in or contribute to money laundering, terrorist financing or violations of international sanctions;
- there are no circumstances that indicate to a risk of money laundering, financing of terrorism or violations of international sanctions in relation to him/her/it (and his/her/its related persons) and the required legal service;
- he/she/it undertakes to contribute without a delay to the fulfilment of relevant duties of the Office/Attorney, providing the latter with the necessary information, creating the possibility of verifying this information and providing the necessary assurances;
- the Client has no exposure to the activities of those related to international sanctions;
- the Client has no relation with the high-risk country in terms of money laundering and counterterrorism;
- the Client or his/her/its related persons are not politically exposed persons.
Personal data collected in order to comply with the obligation to prevent money laundering and the financing of terrorism is processed only for the appropriate purpose.
29. With the conclusion of this Contract, the Client gives to the Office a consent to offset the Office's claims against the Client with Client’s funds on the Office’s customer account. The Office will inform the Client electronically about making any corresponding offset.
30. The Client is aware that Estonian legal practice does not generally ensure the reimbursement of full amount of procedural costs in the event of Client’s victory in a case of a lawsuit/court proceedings, which may also cause a successful trial to be economically harmful to the Client.
31. The Office is responsible for the direct pecuniary loss caused culpably to the Client upon fulfilling of concrete task related to provision of legal services. This liability is limited up to the fees paid or payable to the Office for such specific assignment (excluding expenses paid by the Office for the Client). The Office is not liable for the loss of profit and non-patrimonial damages, nor for the activities of attorneys, experts, consultants and others involved in providing legal services outside the Office. The deadline for submitting the claim referred in this provision is 1 month from the moment of occurrence of relevant damage-causing event.
32. The Client has the right to submit a complaint to the Office (through e-mail address menetlus@uduste.ee) in case the Client has claims or objections forward the activities of the Attorney. The complaint should specify, which rights of Client have been violated and description of circumstances of the infringement. The existing evidence related to the violation of Client’s rights should be added to the complaint.
The Court of Honour of Estonian Bar Association settles matters related to the justification of the claim for lawyers' fees or legal fees challenged by the Client in conciliation proceedings. The procedure for the court of honour is provided for in the Law of the Bar Association and in the Rules of Procedure, available on the website of the Estonian Bar Association (www.advokatuur.ee).
33. Contract is concluded without any term.
34. All prior agreements and contracts governing the rendering of legal services between the Parties shall cease to have effect after Contract under the general terms and conditions enters into force. The terms and conditions of the Contract apply also to legal services provided before the conclusion of Contract.
35. The Office is entitled to supplement and/or amend the terms of Contract if such need arises from the legislation and/or the requirements imposed by the Estonian Bar Association or the need of the Office, by informing the Client about this 1 month beforehand.
36. The Contract is governed by Estonian laws. Any disputes arising from the execution of the Contract shall be solved through negotiations, in case of necessity in authorities of Estonian Bar Association and Harju District Court.
37. Both Parties have the right to terminate the Contract by giving the other Party relevant notice in a form which can be reproduced in writing. Such notice should be given within a reasonable time before any next action (for example, before next court hearing etc).
38. The termination of the Contract shall not relieve the Client of the obligation to fulfill its financial obligations incurred during the term of the Contract neither from the liability arising from the delayed payments (obligation to pay the interest and compensate the costs of debt collection).
39. The Office has the right to either stop the rendering of legal services, refuse to render the legal services (fulfil the assignment) or terminate the Contract in case (i) the Client does not give to the Office within a reasonable time all documents and/or information necessary for the rendering of legal services; (ii) the behaviour of the Client demonstrates the lack of trust towards the Office (including cases where the Client is acting against the instructions given by the Office); (iii) the Client is giving to Office improper or useless instructions, or instructions that harm the Client’s position and despite of the explanations given by the Office to the Client still demands the following of such instructions; (iv) the Client asks the Office to behave against the rules of attorney’s professional ethics and/or common honour and ethics; (v) the conflict of interests has occurred or may occur; (vi) The Client does not fulfil the obligation to pay for legal services and related expenses in accordance with the terms and conditions of the Contract; (vii) the Client shall not submit necessary documents, information and/or confirmations for fulfilling the requirements arising from the prevention of money laundering and terrorist financing and/or enforcement of international sanctions etc, or the submitted documents, information and/or confirmations do not eliminate a doubt that the purpose of the transaction may be the money laundering, terrorist financing or violation of international sanctions etc; (viii) the Client submits falsified evidence; (ix) the Client demands that the means and/or methods which are against the law should be used to protect his/her/its interests; (x) the Client has not properly fulfilled his/her/its other obligations arising from the Contract.
40. In the event that, under the Contract, legal services are not provided for more than 6 months as a result of the lack of action/inaction by the Client (including lack of interest, lack of task and/or guidance, etc.), the fulfilment of the Contract is deemed to have been suspended by the Office and the Office/Attorney does not, consequently, have to comply with the Contract or with the obligations/limitations resulting. The suspension will end by continuing to provide legal services.
41. The Client will inform Office of changing its contact details and take steps to ensure that the Office/Attorney is able to interact with the Client on a continuous basis. Messages sent by the Office/Attorney to the Client's email address and its contents are read to have been received by the Client.
42. It is presumed that the Client has submitted an Order to the Office for legal services after he/ she/it has examined these general terms and conditions for the provision of legal services and agreed to them. If the Client does not agree to these general terms and conditions for the provision of legal services, the Client shall also refrain from submitting the Order.
These General Terms and Conditions for Provision of Legal Services have been prepared and published on December 21, 2022 and will be effective from January 1, 2023.