These terms and conditions apply to all service’s provided by Byro Legal Oy (Byro), and all engagements between Byro and its clients. The clients of Byro are hereinafter also referred to as “you” and Byro as “we”. By using our services, you agree to these terms and conditions.

Unless otherwise expressly agreed, the terms applicable to the services provided by Byro are limited solely to these terms and conditions and any additional or different terms and conditions referred to by the client of Byro are not binding upon Byro. However, in case of any discrepancies between these terms and conditions and a possible engagement letter entered into with you, the engagement letter shall supersede these terms and conditions.

Services

Byro’s services are limited to legal advice only. Any type of financial, commercial, accounting, technical or environmental advice is not a part of our services. Our services do not include tax advice and we do not assess potential tax consequences of our advice. The lawyers of Byro are qualified to provide advice on Finnish law only, and any statements of our lawyers relating to the laws of other jurisdictions shall not be deemed as legal advice, and no liability is assumed by Byro in respect of any views expressed on foreign laws.

Byro’s legal advice and services are always tailored based on the information, instructions and documentation you provide to Byro in relation to each assignment. Our advice may not be relied upon in any other matter, or for any other purpose than for which our advice was provided for.

Fees, Expenses and Invoicing

The fees charged by Byro are based on the hourly rates of our lawyers applicable at the time of the invoicing. The total fees may be determined by the time spent on the assignment, the complexity and urgency of the matter, as well as by business interest and achieved results.

We are happy to provide an estimate of our fees in the beginning of the engagement, and depending on the nature of the matter, we can also agree on the budget, other fee arrangements and/or on regular fee updates. Fee estimates are indicative and non-binding, unless otherwise specifically agreed. Estimates are based on information available at the time of issue. We may review our estimate if the scope of the engagement or other circumstances change.

We are entitled to charge necessary out-of-pocket expenses such as courier, travel, governmental, registration and accommodation expenses. For other than minor expenses, we may ask you to pay an advance payment to cover these expenses, or arrange for the costs to be billed directly from our client by the service provider.

A supplement of 4% will be added to our fees to cover general office expenses such as copying, mailing, telephone, signing service and other similar expenses. Such expenses may not be recoverable from the counterparty in litigation and arbitration assignments.

At times may ask for an advance payment before starting the engagement. The advance is used to cover future invoice receivables. Any excess advance payment will be refunded. We invoice for our services on a monthly basis unless otherwise agreed upon. The term of payment of our invoices is seven (7) days from the date of the invoice. We will charge interest on any overdue amount as of the due date until the date of payment at the delay interest rate stipulated in the Interest Act (633/1982, as amended). Value added tax (VAT) shall be added to our fees in accordance with the applicable tax regulation. All prices indicated to consumer clients include VAT. We reserve the right to annual revisions of our hourly and office fees without notice.

In case an invoice is not paid in full on the due date, we reserve the right to waive the engagement and the representation of the client. All fees, costs and expenses incurred regarding the engagement by the date on which the engagement is waived shall be invoiced in full.

You are encouraged to inquire from your insurance company whether your possible legal expenses insurance is applicable for your assignment with us, and whether our fees can be covered by such legal expenses insurance. Please note that we always invoice our clients directly, irrespective of whether our fees can be claimed from an insurance company or from a counterparty in a dispute.

Intellectual Property

All intellectual property rights, in the material we generate during the course of the assignment, are retained by Byro. You have the right to use such material for the purposes for which they are provided to you.

Identification of the Client

We are obliged to identify our clients and their beneficial owners and to confirm the origin of the client’s assets. We are also required to verify the information provided to us and for this purpose we may obtain additional information form external sources. We are obliged to report suspicions of money laundering or terrorist financing to the competent authorities and might be obliged to cancel the assignment in case such suspicions arise. In such situations, we have been prevented by law from disclosing our doubts or whether or not a notice is made, or will be made, to the client. We are not liable for any direct or indirect loss or damage that may arise from our obligation to comply with mandatory legislation in our operations. In some cases, we may be required to provide the tax authorities with information about the client’s VAT ID and the value of the services we have provided.

Conflicts

We may be prevented from acting on behalf of the client if conflict of interest exists. Before accepting an engagement, we will conduct a conflict of interest survey to rule out any possible conflicts of interest. We wish to bring to your attention that our firm represents numerous other companies and individuals and seek your confirmation that, regardless of this engagement letter, we may in the future continue to represent existing clients or undertake to represent new clients in any matter that is not substantially related to our work for you as set out in this engagement letter, even if the interests of such clients in those other matters may be directly or indirectly adverse to or different from yours. However, without the prior written consent of the client, we do not take on new engagements that have significant juncture to the existing engagement and would be against the client’s interest in such engagement, or if we have access to confidential information of the client that would be relevant to the new engagement.

Confidentiality

We keep all information provided to us as confidential. We will protect the confidential material handed over to us by appropriate means unless we are exceptionally required to disclose information by law. Respectively, we cannot disclose to the client information provided to us by another client, even though the information would be of crucial importance for the performance of a particular case.

Unless otherwise instructed by you, we are entitled to use the name of your company and a general description of the assignment in submissions to legal directories and offers. Such references shall be marked as confidential. Once a business transaction or other such engagement is public, we may announce our participation as a representative of the client in our marketing material and on our website, unless the client specifically requests us to refrain from publishing our participation. The information we publish may only include publicly known facts.

We may use transactions and similar assignments as public references in our marketing materials and on our website. Such reference use shall only contain information that is already public.

Use of Personal Data

We process personal data in accordance with applicable data protection laws for the purposes of, inter alia, handling the assignment, managing client relationships and for marketing purposes as well as for client identification purposes. You are entitled to receive information from us on how we process your personal data and on how to utilize your statutory rights as a data subject

Document Preservation

At the end of the engagement, we store (a third-party stores on our behalf) all relevant material regarding the engagement, either on paper or in electronic form, for a period of ten (10) years. After the ten (10) year period, we reserve the right to destroy the material without notice. If the client requests copies of the stored material, copying and other related administrative work may incur costs.

Insurance

Our professional liability insurance provider is Mutual Insurance Company Turva.

Our liability for the services provided to you shall be limited in accordance with Section 11 below regardless of the terms and conditions of the professional liability insurance.

Advice

Our advice is tied to ad hoc circumstances and is based on the facts and instructions given in each engagement and the legal status at the time of the advice. Others than our client are not permitted to rely on our advice and our client may not use the advice in other matters or in other purpose than relating to the agreed engagement. Our advice applies only to legal issues related to the agreed engagement, excluding tax issues. If we provide views on the non-legal aspects of the matter, we are not responsible for their possible consequences. Our advice does not guarantee the achievement of a certain result.

Our advice is limited to the legal advice based on Finnish law. Based on the legislation of other countries, we may have a general understanding of legislation in different legal systems, but any comments made regarding such legislation these views do not constitute legal advice and are given on no reliance basis. We are happy to help our clients in finding suitable foreign legal advisers.

Limitation of Liability

Unless otherwise agreed, Byro’s aggregate maximum liability under any assignment, including the liability of our partners and personnel, for any loss or damage that is caused to our client(s) is limited to an aggregate amount of our fees invoiced from you. We might limit our liability for individual parts of the assignment to lower amounts.

Byro is only liable for direct damages incurred by you. Byro is not liable for any incidental, consequential or other indirect losses or damages, such as lost profits, lost data or lost goodwill. We will reduce our liability to you by any sums you obtain as compensation for the damage or loss incurred by you from any insurance, or from any contract to which you are a party.

We are not liable for damage resulting from our advice or documents provided to you if they are used for any other purpose than originally prepared for.

Our advice is addressed to and we provide our services to our clients only, and we will not accept any liability in the event that our advice has been relied upon by any party other than the client or, in case any third party has suffered loss or damages for any reason.

Other Advisers

If, on behalf of the client, we instruct and use other advisers, such advisers are deemed to be independent in relation to us. We are under no circumstances liable for recommendations, services or advices the other advisers provide, nor are we liable for their offers, fee estimates or fees they charge. Each mandate to instruct other advisors is considered to also include the mandate to accept the related limitation of liability on behalf of the Client.

Termination of Engagement

An engagement will end when we have carried out the requested measures or in case of a continuous engagement, if we have not received a new assignment from the client within 12 months of the last measures carried out. In the latter case we consider the completion of the said last performed measures carried out as termination of the engagement, and consider ourselves free to accept new engagements despite the conflict of interest mentioned in these General Terms and Conditions, however taking into account our continuing confidentiality obligations in relation to our former client. Either party may, at any time by giving a written notice to the other party, terminate the engagement. If the engagement is terminated by us, we will take reasonable steps to protect your interests in the particular matter. The termination of the engagement shall not affect the rights and obligations that have already arisen between the parties.

Claims

Any complaints with regard to the services provided by Byro should be primarily addressed to the partner responsible for your assignment.

Byro and its partners shall not be liable for any damages unless the claim for such damages has been presented in writing to us within six (6) months from when you received our advice, or from when the assignment can reasonably be deemed to have been completed, whichever occurs first.

If your claim against us is based on a claim against you by a third party or any tax authority or other public authority, we will be entitled to answer and settle such claim on your behalf, provided that you are indemnified by us. If you settle or otherwise take any action relating to such claim without our consent, we shall not have any liability for such claim.

If you are compensated by us or our insurers in respect of a claim, you shall assign the right of recourse against third parties to us or our insurers.

Governing law and dispute resolution

Any dispute, controversy or claim arising out of, or relating to this contract or your engagement with Byro, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The number of arbitrators shall be one (1). The seat of arbitration shall be Helsinki, Finland. Arbitration and any information provided in connection thereto, as well as all decisions and judgements rendered or made in connection with the proceedings, shall be kept secret and shall in no way be disclosed to third parties without the express written consent of Byro or the client, as applicable.

We reserve the right to bring claims concerning uncontested receivables to the Helsinki District Court or, at our sole discretion, to another competent court anywhere in the world