General terms and conditions of the provision of legal services

GENERAL TERMS AND CONDITIONS 

of the provision of legal services by BWHS Wojciechowski Springer i Wspólnicy spółka komandytowa (limited partnership) having its registered office in Warsaw.

taking effect on 24 May 2019.

DEFINITIONS:

Address

address of BWHS or address of the Client

BWHS address

ul. Ząbkowska 31
03-736 Warszawa

or, alternatively, any other address indicated in accordance with § 15.2 of the General Terms and Conditions

Client’s Address

Client’s correspondence address provided in the Agreement or in accordance with § 15.2 of the General Terms and Conditions, and where such address has not been provided  – the address of the Client disclosed in the Register of Businesses, the Central Business Register and Information Service [Centralna Ewidencja i Informacja o Działalności Gospodarczej], or other relevant register, and in the absence thereof – the address of the Client’s place of business

BWHS

BWHS Wojciechowski Springer i Wspólnicy spółka komandytowa (limited partnership) having its registered office in Warsaw at the address Ząbkowska 31, 03736 Warsaw

KRS (National Court Register) Number: 0000732927

Registry Court: District Court for the Capital City of Warsaw in Warsaw, 14th Commercial Division of the National Court Register

NIP Tax File Number: 7010209596 

REGON Business ID 142110402

Working Day

any day other that Saturday, Sunday or public holiday established in accordance with relevant provisions of the Polish law

Date of the Agreement

 effective date of the Agreement, which is:

  • in case of Agreement in written form – the day provided therein, or in the absence of such indication – the day of signing the Agreement by the last of the Parties
  • in other cases – the day of accepting by BWHS the order to provide the Services in accordance with § 1.2 of the General Terms and Conditions

Date of Expiry

last day of the term of the Agreement

Client

entity that is not a consumer, for the benefit of whom BWHS provides the Services

Additional Expenses

 additional expenses connected with the performance of the Services, in particular:

  • court fees, stamp duties, taxes and any other government charges
  • notary’s fees
  • costs of recording, storing (archiving) documents relating to the matters of the Client
  • costs of letters/parcels or their shipment by BWHS
  • cost of travel and transport of BWHS Attorneys and their hotel accommodation
  • costs of interpreters/translators, including translations of documents
  • costs of transcriptions of records, including trials
  • any costs resulting from the provisions of law or incurred in connection with the Services rendered to entities other than BWHS or BHWS Attorneys, such as the costs of obtaining official or private documents, opinions or information from other entities

Maximum Amount

 in case it is mentioned in the Agreement concluded in written form:

the maximum amount (VAT tax excluded) which the Client may allocate for the implementation of the Subject Matter of the Agreement – in the event the Maximum Amount has been fully used up, the Agreement expires without any other statements by the Parties being necessary.

immediately

without undue delay, in every case not later than within seven (7) days from the time of the event

Default Interest

maximum interest for default within the meaning of the provisions of the Civil Code, charged on the Fee in case of failure to pay it by the Payment Term

General Terms and Conditions

these “General Terms and Conditions of Provision of Legal Services by BWHS Wojciechowski Springer i Wspólnicy spółka komandytowa with its registered office in Warsaw.”

Subject Matter of the Agreement 

scope of the Services provided by BWHS under the Agreement and stipulated therein

BWHS Attorneys

qualified team of attorneys-at-law, advocates, tax advisers and lawyers forming the BWHS law firm as well other lawyers who have been tasked by BHWS with the performance of individual Services, even if they are not permanent members of the aforementioned team

Dedicated Attorney

BWHS attorney referred to in § 5 of the General Terms and Conditions

Events Causing Expiry

 one of the following situations where the Agreement shall expire:

  • expiry of the Expiry Date (provided that it has been stipulated)
  • termination of the Agreement by either Party with one-month’s notice, effective as of the end of the calendar month
  • termination of the Agreement by either Party with immediate effect due to a manifest breach of the provisions thereof by the other Party, which that Party has not remedied despite being requested to do so by the terminating Party
  • the Maximum Amount has been used up – the Agreement shall expire without any additional statements of the Parties being necessary (provided that such amount has been stipulated)

BWHS Bank Account

bank account maintained by mBank S.A. having its registered office in Warsaw, number:

11 1140 1010 0000 4616 9800 1001

or, alternatively, any other number provided on the VAT invoice as proper for payments to be made under the Agreement

Flat Fee

net amount of the Fee for the performance of the Services whose scope has been clearly defined

Hourly Rate

net amount for one hour of performance of the Services by a BWHS Attorney used to calculate the Fee other that the Flat Fee.

Payment Term

period within which the Fee should be paid to BWHS, i.e. 7 days from the date of issue of the invoice

Agreement
legal services agreement signed by BWHS and the Client

Expiring Agreement

if applicable – any prior agreement signed by BWHS and the Client for the provision of legal services, mentioned in the text of the Agreement and which pursuant to the arrangements between the Parties expires in connection with the execution of the Agreement.

Services
legal services provided by BWHS Attorneys, including but not limited to:

  • legal and tax consultancy in current matters in relation to the operations of the Client’s business
  • advice in disputed matters, including representing the Client in the course of pre-trial and procedural acts in civil and criminal cases
  • preparing drafts of legal documents, including draft contracts, memoranda, offers, pleadings and any other documents designed to protect the Client’s interests
  • providing opinions, advice and clarification, formulating the provisions of draft contracts, producing, assessing and verifying internal legal instruments and declarations of intent for the Client
  • taking part in presentations and meetings organised by the Client (both internal and meetings with contractors or adversaries of the Client) in order to represent the interests of the Client
  • assisting the Client in any other manner on an ongoing basis with a view to protecting and pursuing the Client’s interests

Coordinating Partner

BWHS partner referred to in § 4 of the General Terms and Conditions

Fee

fee due by the Client to BWHS for the provision of the Services

Authorisations and Approvals

 any authorisations and approvals, both contractual and required under relevant legislation, which may be necessary for a given Party to validly and effectively execute and perform the Agreement as well as any authorisations and approvals which are necessary to ensure compulsory enforcement of any performance under the Agreement, including execution from the entire property of the Party, also contractual or statutory joint property (including marital property) which shall comprise in particular:

  • any authorisations, approvals, licences, entries into relevant records or registers as required by law, contractual and corporate rules
  • any authorisations and approvals of internal bodies (e.g. management board, directors, board of directors, audit committee, supervisory board, general meeting: of shareholders or, alternatively, members, etc.) provided for by relevant provisions of law or foundation deeds, contracts, articles of associations, statutes and any other acts governing the operations of the Party not being a natural person
  • consents and authorisations of the spouse of the Party being a natural person, including those required under Article 37 and 41 of the Family and Guardianship Code
  1. Scope of application
    1. The General Terms and Conditions:
      1. specify the terms and rules relating to the Services provided by BWHS;
      2. refer exclusively to the Services provided by BWHS to Clients who are not consumers;
      3. constitute an integral part of each Agreement (legal services agreement) in so far as they have not been explicitly waived or amended;
      4. shall apply irrespective of whether the Agreement has been concluded in written form or in any other form, also orally, by telephone or via electronic mail;
      5. are binding on the Client in any event where:
        1. they have been delivered to the Client before the conclusion of the Agreement; or
        2. they have been made available to the Client in electronic form, including by indicating the location of their publication on the BWHS website (www.bwhs.pl). 
    2. In case the Agreement has not been concluded in written form, it may be deemed to have been concluded exclusively upon explicit acceptance of the order to perform the Services by BWHS:
      1. in written form; or 
      2. via electronic mail; or 
      3. in an implied manner by the commencement of the provision of services by BWHS to the extent specified in any form by the Client.
    3. Any model contracts of the Client (e.g. general terms and conditions, rules, etc.) do not and shall not apply to the Agreement or any relations between BWHS and the Client.
    4. Any regulations which differ from those contained in the Agreement or the General Terms and Conditions require for their validity an explicit written acceptance on the part of BWHS (the application of Article 68(2) and Article 385(4) of the Civil Code shall be excluded).
  2. Subject Matter of the Agreement and Expiring Agreements
    1. The subject matter of the Agreement covers exclusively the Services (matters) explicitly provided in the order of the Client, covered by the Agreement or accepted by BWHS pursuant to clause  1.2. BWHS shall not be liable for the entirety of the matters of the Client or for other matters than those specified in accordance with the preceding sentence.
    2. The rule set out in clause § 2 refers in particular to tax consultancy services, unless they have been explicitly covered by the scope of the order accepted by BWHS (in this respect, the commencement of the services of other type by BWHS shall not suffice). BWHS’s agreement for the performance of tax consultancy services, in principle, shall not cover the care of the entirety of the Client’s tax matters, but only the obligation to perform the Services referred to in the first sentence of clause § 2 .
    3. As of the Date of the Agreement (or any other time stipulated in the Agreement) the Expiring Agreements shall be terminated, provided that:
      1. they have been mentioned in the text of the Agreement;
      2. the Agreement is concluded in the form required by the provisions of law or the provisions of the Expiring Agreement for effective termination thereof.
  3. Manner of Provision of Services
    1. BWHS provides the Services:
      1. with due professional care and diligence;
      2. with the help of individual BWHS Attorneys specialising in those areas of law which are essential from the point of view of the subject matter of the services and holding licenses which are necessary to carry out the acts covered by such services;
      3. based on drafts, information and documents provided by the Client.
    2. BWHS shall implement the Subject Matter of the Agreement exclusively for the benefit of the Client or an entity designated by the Client. The use by third parties of the Services or their results (memoranda, legal opinions, reports, etc.) requires a separate and explicit acceptance by BWHS. In the event the Client indicates another entity as the recipient (beneficiary) of the Services, the relations between BWHS and that entity shall be governed by the Agreement and the General Terms and Conditions, while the Client shall be liable for the payment of the fee due to BWHS and the reimbursement of costs, and shall warrant that BWHS (and its partners, employees and business partners) will not be liable to the extent exceeding the liability provided for in the Agreement and the General Terms and Conditions.
    3. Any decisions relating to the manner of implementation of the Subject Matter of the Agreement (the performance of the order) will be taken exclusively by BWHS, in compliance with the provisions of the Agreement, regulations and professional standards applicable in this respect and – if possible and reasonable in the view of BWHS – the Client’s instructions.
    4. The Services provided by BWHS cover exclusively the provisions of the Polish law. In the event that, considering the order of the Client or the nature of the matter, it is necessary to obtain information or an opinion concerning a foreign law, BWHS may, at the Client’s request and under a separate arrangement, coordinate the process of obtaining such information or opinion from entities authorised to issue such on the basis of relevant provisions of law. In the case mentioned in the preceding sentence, a foreign adviser shall not be treated as a subcontractor of BWHS and BWHS shall not be liable for any actions or advice of such adviser.
    5. The Client is required to provide BWHS with any information and documents related to the Subject Matter of the Agreement, as may be necessary for a proper performance of the Services by BWHS. BWHS shall not be obliged to obtain such information or documents on its own.
    6. The Client may in any form indicate persons authorised to change the Subject Matter of the Agreement (i.e. its scope, in particular by ordering specific Services) and provide instructions regarding the expected manner of performance of the Services. If such persons are not explicitly designated as exclusively authorised by the Client, it is deemed that any person acting within the business (organisation) of the Client or its related entities and who remains in contact with BWHS is authorised to carry out such acts.
  4. Coordinating Partner
    1. The Coordinating Partner shall coordinate and supervise the Services provided to the Client, ensuring that they are properly and timely implemented by adequately qualified and experienced BWHS Attorneys.
    2. The Coordinating Partner:
      1. is authorised to make current arrangements with the Client relating to the Subject Matter of the Agreement (including reduction or extension thereof) 
      2. is authorised, as the BWHS general partner, to make arrangements of any other type, in particular concerning financial settlements and terms; in other cases such arrangements shall be made by the Client with the BWHS partner authorised to represent BWHS in accordance with relevant regulations.
    3. BWHS may change the Coordinating Partner at any time. Changes in this respect do not constitute a change of the Agreement and they shall be made by relevant notification of the Client in writing or, alternatively, via email.
  5. Dedicated Attorney
    1. In case the Agreement stipulates so, the Services shall be primarily performed by one (or several) BWHS Attorneys –  the Dedicated Attorney (Dedicated Attorneys), who shall maintain ongoing working contact with the Client.
    2. BWHS may change the Dedicated Attorney (and designate additional BWHS Attorneys) in the first place ensuring that the selected person has adequate knowledge and experience, taking into account the Client’s expectation to the extent possible. Changes in this respect do not constitute a change of the Agreement and they shall be made by relevant notification of the Client in writing or, alternatively, via electronic mail.

  6. Fee
    1. In case the Fee has been agreed as the Flat Fee, the amount thereof constitutes a Fee due to BWHS for the performance of strictly defined Services as agreed with the Client. In the absence of arrangements referred to in the preceding sentence and in case of Services performed in the scope exceeding that specified for the Flat Fee, the Fee shall be calculated as the product of the Hourly Rate and the number of hours of performance of the Services by BWHS Attorneys.
    2. The amounts of the Flat Fee and the Hourly Rate are specified in the Agreement. In case the Agreement has not been concluded in written form, the amount of the Flat Fee or the Hourly Rate shall be deemed to be the amounts indicated in the BWHS offer (or, alternatively, in other correspondence) addressed to the Client (in any form whatsoever, including by email or in any other manner). In the remaining cases, the amounts of the Hourly Rates normally used by BWHS for a given type of matters shall apply.
    3. The Fee shall be payable:
      1. on the basis of VAT invoices issued by BWHS at the end of each subsequent calendar month of the performance of the Subject Matter of the Agreement or, alternatively, after the completion of the Subject Matter of the Agreement or a portion thereof – at the discretion of BWHS;
      2. within the Payment Term;
      3. by transfer to the BWHS Account, without the right to any deductions or retained amounts. 
    4. Any amounts of the Fee (or the amounts which are the basis for the calculation of the Fee, such as the Hourly Rate) specified in the Agreement (or in any other manner) are net amounts, which means that, on the proper VAT invoice or bill, they shall be increased by the VAT tax according to the rate applicable on the day of its issuance.
    5. VAT invoices covering the Fee (as well as possible Additional Expenses) shall be sent to the Client by registered letter to the Address of the Client or by electronic mail.
    6. The VAT invoice shall be appended with a description (summary) of the services covered by the Fee, with an indication of the duration of the performance, prepared on the basis of a summary of the time devoted to the Services and produced regularly in the BWHS IT system. The description (summary) referred to in the preceding sentence shall not constitute an accounting document or any element thereof, and since it contains confidential information subject to protection under attorney-client privilege (in particular the professional secret), it shall be kept by the Client in separation from accounting documents.
    7. Any remarks or reservations relating to the VAT invoice or description (summary) referred to in clause 6.6 and appended thereto should be submitted by the Client no later than 7 days from the receipt of the invoice; after the expiry of that period, the VAT invoice shall be deemed to have been accepted without reservations.
    8. In the event, the Client fails to comply with the Payment Term, BWHS shall be entitled to Default Interest which the Client shall pay immediately after receiving an appropriate interest note. In this case, BWHS may also suspended the Services until payment, notifying the Client thereof.
    9. At any time, BWHS may request the Client to pay a specified advance payment towards the fee or expenses, in the amount which corresponds to the nature of the order or expected involvement of BWHS Attorneys, which shall be settled (without any interest applicable) with the last VAT invoice issued after the completion of the services for the Client.
    10. Where the Fee is calculated on the basis of the Hourly Rates varying depending on the position of the BWHS Attorney in the structure of the team, any change in the position hierarchy of a given BWHS Attorney as a result of their promotion shall not be considered as an amendment of the Agreement.
    11. In addition to the Fee, BWHS shall be entitled to amounts of the costs of legal representation awarded to the Client by the court and executed from the adversary in connection with court, injunction or enforcement proceedings. If BWHS obtains an amount referred to in the preceding sentence, it shall issue a proper VAT invoice on that account, on which the indicated sum will be a gross amount.
  7. Additional Expenses
    1. Any Additional Expenses shall be covered exclusively by the Client. 
    2. In the event Additional Expenses are not borne by the Client directly, they will be advanced by BWHS and the Parties shall make a settlement thereof by means of reinvoicing, or any other accounting method on the basis of which the Client will reimburse to BWHS the amount already expended.
  8. Confidentiality
    1. BWHS will treat as confidential and, without prior written consent of the Client, will not disclose to a third party any information about the Client or any information concerning the Client and obtained in connection with the Subject Matter of the Agreement and the Services, which information the Client shared with BWHS in connection with the implementation of the Agreement, both during the term and after the implementation or termination thereof.  
    2. The rule stipulated in clause 8.1 does not cover information:
      1. publicly accessible or disclosed by the Client;
      2. which should be disclosed pursuant to mandatory provisions of law, including in particular relating to money laundering or mandatory reporting of tax arrangements;
      3. which BWHS or the BWHS Attorney was required to disclose by a competent public authority;
      4. about the fact of provision of the Services to the Client (also after the occurrence of an Event Causing Expiry), including the indication of the nature of handled matters (their subject matter), where at the same time BWHS will also be entitled to use the designations used by the Client – to which the Client expresses consent by signing the Agreement.

  9. Liability
    1. BWHS shall be liable for non-performance or improper performance of the Services under the Agreement.
    2. BWHS shall not be liable for non-performance or improper performance of the Agreement in the case where it results from force majeure, the acts or omissions of the Client, or of a third party (other than BWHS Attorneys), for the acts of which BWHS has not accepted liability. In particular, BWHS shall not be liable for acts or omissions of entities referred to in § 3.4 of the General Terms and Conditions.
    3. BWHS’s liability shall be limited to the amount of the loss actually incurred by the Client due to improper implementation of the Agreement by BWHS and not exceeding the amount of the Fee received by BWHS on the basis of that Agreement in the period of the last 12 months (counting from the month in which the event causing damage occurred – that month included). The Client waives all the rights and claims to which he would be entitled towards present or future partners of BWHS – as persons liable for the obligations of BWHS under the Agreement and tasks entrusted to BWHS, and undertakes not to raise any claims against BWHS partners and BWHS Attorneys.
  10. Audit Inquiries
    1. In the event an inquiry is addressed to BWHS regarding the matters dealt with by BWHS for the benefit of the Client (or its related entities) – by an entity auditing the financial statements of the Client (the Client’s capital group), BWHS has the right to provide relevant answers, however, in principle, BWHS does not asses the status or prospects of matters – BWHS reserves the right to refuse to specify (in percentage terms or in any other manner) the chances of winning a case or achieving any other positive or negative outcome for the Client, ruling or any other effect.
    2. The acts performed by BWHS Attorneys and referred to in clause 10.1 constitute an element of the Subject Matter of the Agreement and as such are settled under the rules stipulated in the Agreement.
  11. Termination of Powers of Attorney
    1. BWHS Attorneys, who for the purposes of the Subject Matter of the Agreement were appointed attorneys ad litem (in civil, administrative, tax and criminal proceedings) or defence counsels, shall be entitled to terminate the powers of attorney and notify thereof the relevant courts, authorities and parties, participants and adversaries – sufficiently in advance before the occurrence of an Event Causing Expiry, at the same time complying with the rules for appropriate exercise of the profession of attorney-at-law, advocate or tax adviser. 
    2. The acts performed by BWHS Attorneys and referred to in clause 11.2 constitute an element of the Subject Matter of the Agreement and as such are settled under the rules stipulated in the Agreement.
  12. Files and Other Records
    1. BWHS shall keep the files and records (including draft letters, contracts, any correspondence, etc.) concerning matters conducted in relation to the Subject Matter of the Agreement, in physical or electronic form (depending on the case), in particular in its IT systems used for communication and management of documents.
    2. BWHS has the right, however it is not obliged to, keep the files and records concerning matters that have been completed (it concerns both originals and copies).
    3. After the completion of the order (matter), the Client shall, at the request of BWHS, collect the hard copies of the files and any other documents related thereto. BWHS may request the Client to collect them in advance, also before expected occurrence of the Event Causing Expiry. In any event of failure to collect the documents by the Client, BWHS shall have the right, at its own discretion, to either archive the files and documents at the Client’s cost with a firm of BWHS’s choice providing professional archiving services or destroy them – to which the Client expresses consent, releasing BWHS in this respect from liability for the existence and accessibility of the files and records which have not been collected by the Client. 
    4. BWHS has the right, however it is not obliged to, keep copies of the files and records concerning handled matters also after the occurrence of an Event Causing Expiry as well as in the case the Client requests BWHS to return them in their entirety. BWHS has the right, however it is not obliged to remove copies or electronic versions of the files and records, also from its IT systems.
    5. BWHS shall have the right to use the files and records (including draft letters, contracts, any correspondence, etc.) for purposes connected with its activities, in particular in order to clarify the circumstances relating to the provision of the Services, including disputes concerning the manner of performance of the Agreement.
    6. Any drafts of contracts, letters, statements, reports, etc. prepared by BWHS Attorneys in connection with the implementation of the Subject Matter of the Agreement shall be part of legally protected intellectual property of BWHS. It means that they can be used by the Client solely for the purposes for which they have been created and may not be shared with other entities for use by them without explicit and separate consent by BWHS.
    7. The acts performed by BWHS Attorneys, referred to in this clause, constitute an element of the Subject Matter of the Agreement and as such are settled under the rules stipulated in the Agreement.
  13. Term of the Agreement
    1. The Agreement takes effect at the Date of the Agreement and expires upon the occurrence of the Event Causing Expiry.
    2. Termination of the Agreement by either Party is tantamount with termination of all the powers of attorney granted to BWHS Attorneys in connection with the Agreement.
    3. The provisions of the Agreement shall also apply to the Services performed by BWHS before the Date of the Agreement, which by the Date of the Agreement have not been settled and which are not covered by any other contracts (e.g. Expiring Agreement) or arrangements between the Parties.
    4. The expiry of an Agreement shall not release the Client from the obligation to pay amounts due to BWHS for the performance of the Services (including the Fee and reimbursement of Additional Expenses) The Client shall also pay to BWHS the amounts which are equivalent to expenditures (including the cost of supplementary Services) and expenses incurred by BWHS in the interest of the Client – in the period until the matter has been handed over to another legal adviser.
    5. The termination of the Agreement by one Party shall not give rise to the other Party’s right to claim damages, even if the Agreement has been terminated without a valid reason. 
  14. Resolution of Conflicts of Interests
    1. BWHS reserves an exclusive right to resolve issues of the so-called “conflict of interest”, at the same time abiding by the principles of professional ethics of attorneys-at-law, advocates or tax advisers (or, alternatively, other principles where applicable) and taking into account the reasonable interests of the Parties.
    2. After the expiry of one year from the performance of the last commissioned act or last VAT invoice issued, BWHS may consider as part of an assessment of the conflict of interest, that a given entity is not a client of BWHS, even though the expiry of the Agreement has not been formally confirmed.
  15. Notices
    1. Any notices and correspondence connected with the implementation of the Agreement shall be addressed in writing (unless another form was specified in the Agreement) – to the proper Address.
    2. Should either Party wish to change the Address, it shall notify the other Party thereof, otherwise any correspondence sent to the last address properly designated by that Party shall be deemed effectively delivered.
    3. The Client shall be obliged to have an address for service in the territory of the Republic of Poland and may not indicate an address for service (Address) outside that territory.
    4. Correspondence sent to the Address shall be deemed effectively delivered also in case of:
      1. refusal to collect it, also when justified by the absence of persons authorised to represent the Party;
      2. failure to collect correspondence at the post office or an establishment of a postal operator other than Poczta Polska, despite a postal notice being left for a period of at least seven (7) days.
    5. In cases specified in clause 15.4, any correspondence shall be treated as delivered on the day when it was sent, and the Party sending that correspondence should in such a situation send a copy thereof by electronic mail or possibly to the registered office of the other Party, unless it has been sent in that manner previously.
  16. Governing Law and Dispute Resolution
    1. This agreement, the performance thereof, and any legal relations arising out of it, shall be subject to Polish law.
    2. Any dispute arising out of the Agreement and not resolved amicably shall be submitted for resolution to a common court having jurisdiction over the Śródmieście District of the Capital City of Warsaw or to a court which has competence to issue orders for payment in electronic summary proceedings.
  17. Final Provisions
    1. The General Terms and Conditions are accessible on the website www.bwhs.pl. If they are published in different language versions, in the event of a dispute the Polish language version shall prevail.
    2. The General Terms and Conditions published on www.bwhs.pl may at any time be reproduced by the Client who may also download them, record on the Client’s data carriers and print.
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