LEGAL SERVICES AGREEMENT
These General Terms and Conditions for the provision of legal services shall be valid from 26 January 2023.
1. APPLICATION
1.1. The Law Firm WIDEN Legal (hereinafter referred to as the Law Firm or denoted by the pronoun “we” in various inflections) shall provide services to Clients in accordance with the Legal Services Agreement (hereinafter referred to as the Agreement), which shall consist of the Special Terms and Conditions for the provision of legal services (hereinafter referred to as the Special Terms and Conditions) and the General Terms and Conditions for the provision of legal services (hereinafter referred to as the General Terms and Conditions). The Special Terms and Conditions shall take precedence over the provisions of the General Terms and Conditions. By concluding the Legal Services Agreement, the Client shall be deemed to have agreed to these General Terms and Conditions.
1.2. The conclusion of the Agreement shall be formalised by signing the Special Terms and Conditions. In certain cases, if it does not contradict the rules of professional conduct or applicable laws, the conclusion of the Legal Services Agreement may take place in another form, e.g. after the Law Firm and the Client have agreed on the main terms of the legal services by e-mail or otherwise.
1.3. Capitalised terms not defined in the General Terms and Conditions shall have the meanings specified in the Special Terms and Conditions
1.4. The Law Firm’s activities in providing legal services shall be regulated by the Republic of Lithuania Law on the Bar and other applicable legal acts. When providing services to our clients, we are guided by the Code of Professional Conduct for Advocates of Lithuania and other rules established by the Lithuanian Bar Association and legal acts. The Law Firm shall not provide these services in a manner that may contradict the Code of Professional Conduct for Advocates of Lithuania or the applicable laws.
2. LAW FIRM SERVICES
2.1. The Law Firm shall provide Clients with various types of legal services, including, but not limited to consulting on legal issues and negotiations, preparation and coordination of contracts or other documents, and representation of the Client’s interests in state and municipal institutions, authorities and other enterprises, as well as representation and defence in civil, administrative, criminal proceedings and in tax dispute cases, including representation in arbitration institutions and representation in exercising the rights of the data subject, and shall provide other services permitted by the Republic of Lithuania Law on the Bar.
2.2. The Law Firm shall provide only legal services. The Law Firm shall not provide consultations in other areas of a non-legal nature, such as (but not limited to) consultations in the fields of finance, accounting, environmental protection or technology. We shall provide consultations on tax issues only if this has been specifically agreed upon with the Client in the Special Terms and Conditions and only to the extent specified in the Special Terms and Conditions or if this has been clearly agreed upon with the Client by e-mail and only to the extent provided for in said agreement.
2.3. The Law Firm shall provide consultations based exclusively on the law of Lithuanian jurisdiction. The Law Firm may provide its opinion on matters related to the law of other jurisdictions. However, this shall not be considered to be the provision of legal advice and the Law Firm shall not assume liability for the correctness of such opinion
2.4. The Client shall provide the Law Firm with all relevant information and documents related to the assignment and shall inform the Law Firm about any changed circumstances. When providing services, we assume that all information and documents provided to us by the Client related to the assignment are valid, accurate, correct and complete, unless the Client clearly states otherwise.
2.5. When the Law Firm completes the performance of the Client’s assignment, it shall not need to change or update any information, legal conclusions or documents provided to or prepared for the Client in the event that legal acts have been amended or repealed, or if case law or circumstances have changed. The Law Firm shall not monitor changes in legislation or practice and shall have no obligation to inform the Client thereof, unless otherwise stated in the Agreement.
2.6. The Law Firm’s consultations shall be provided exclusively for the Client’s use and only for the purposes for which the Law Firm was contacted. Unless otherwise agreed upon in writing, no other person may use or rely on the consultation provided by the Law Firm or any other work result created by the Law Firm.
2.7. If the Client agrees, the Law Firm may use external consultants, including foreign law firms, if their services are required to fulfil the assignment given by the Client. However, in such a case the Law Firm shall not assume liability for the consultations or services provided by the aforementioned external consultants. The Client shall remain solely liable for the instructions given to the external consultants, for the payment of their fees and other compensations.
3. REMUNERATION FOR SERVICES RENDERED, TERMS AND PROCEDURE FOR THE PAYMENT OF INVOICES
3.1. The remuneration for the services provided by the Law Firm shall be calculated according to the hourly rates established in the Special Terms and Conditions or by applying another remuneration structure, separately agreed upon between the Client and the Law Firm by e-mail. If the Client is a consumer, the Law Firm, to the extent possible, shall inform the Client in advance by e-mail of the preliminary price of legal services (or price ranges) for the entire Client’s assignment or a certain stage of the assignment.
3.2. Value Added Tax (hereinafter referred to as VAT) shall not be included in the remuneration and, if applicable, shall be added to all invoices. Before concluding the Agreement, the Client must specify its VAT identification number (if one has been assigned).
3.3. The preliminary amount of remuneration provided by the Law Farm shall be indicative in all cases and shall be calculated based on the information available to the Law Firm at that time. The Law Firm shall have the right to revise the amount of the remuneration, depending on the progress of the assignment, as well as when the assignment’s performance schedule, amount or scope of work exceeds or may exceed initial estimates, or when initial information or initial assumptions change or become irrelevant.
3.4. The Law Firm shall have the right to require the Client to pay an advance payment before commencing the provision of legal services. If advance payment for legal services is agreed upon, the Client shall pay an advance payment of a fixed amount by transfer to the Law Firm’s bank account No. LT137300010125731028 without issuing an advance payment invoice. If the Client does not pay the advance payment, the provision of legal services shall not commence or shall be suspended.
3.5. The Client undertakes to reimburse all expenses related to the performance of assignments, including, but not limited to, transportation, postage, document copying, certification, translation, various charges, stenography and technical recording, international telephone calls, and the hiring of third parties. The Client shall be informed about such costs in addition to the fee before the performance of the assignment. Costs that exceed those normally required for the performance of the relevant assignment, as well as the costs for the work of experts or third parties, shall be agreed upon in advance with the Client, unless the parties agree otherwise.
3.6. The Law Firm may change the agreed hourly rates after notifying the Client thereof no later than 30 calendar days in advance. In the case of a change in hourly rate, the Client’s assignments received after the provision of this information shall be considered as the Client’s acceptance of the new rates, provided that no notice of disagreement from the Client has been received.
3.7. Invoices for the services provided in the previous month shall usually be issued by the 10th day of each current month, unless a different periodicity of invoicing has been separately agreed upon. Invoices shall be provided to Clients in electronic form (without a physical signature) by e-mail or in another way agreed upon with the Client.
3.8. Payments of remuneration for legal services provided by the Law Firm shall be made according to the invoices provided by the Law Firm within 10 calendar days from the date of sending the invoice to the Client’s e-mail address specified in the Special Terms and Conditions or in an e-mail by the Client.
3.9. In cases where the payment of the invoice is significant for the award of litigation costs in a specific case, the Client shall be informed that the invoice must be paid before the court hearing. If the invoice is not paid before the court hearing, the Client shall assume the risk that the legal expenses incurred by them in a specific case shall not be awarded.
3.10. The Law Firm shall have the right to transfer financial accounting, as well as the issuing and sending of invoices to third party service providers.
3.11. Unless otherwise agreed, all payments to the Law Firm shall be made by a transfer in EUR from a bank account opened in the name of the Client. By making the payment, the Client shall confirm that the transferred funds are legal (including that the funds were not obtained from illegal activities).
3.12. If the invoice is not paid in due time, the Law Firm shall have the right to suspend the provision of legal services or to withhold the transfer of any material prepared in the performance of the Client’s assignment to the Client and, without separate notification or demand, to calculate interest on arrears at the rate of 0.03% of the amount not paid in due time for each day of delay until the Client pays all overdue amounts.
4. CONFIDENTIALITY AND PROTECTION OF THE CLIENT’S INTERESTS
4.1. The Law Firm undertakes to comply with the Code of Professional Conduct for Advocates of Lithuania and not to disclose to third parties the information it has received from the Client while performing its duties under the Agreement, except in cases where:
4.1.1. it is required to do so by law;
4.1.2. the information is publicly known;
4.1.3. the information is disclosed to third parties who are inevitably involved in processes related to the provision of our services (e.g. banks, notaries, translators, etc.);
4.1.4. the Client allows it to be disclosed;
4.1.5. the information is disclosed to other consultants of the Client who, together with the Law Firm, perform the same assignment of the Client.
4.2. The Client shall not transfer or disclose the content of consultations provided by the Law Firm to third parties without the Law Firm’s consent, except for the Client’s founders and other institutions controlling the Client’s work.
4.3. The Law Firm is a long-term provider of legal services to many clients, and the Client understands that the Law Firm may have provided, is providing or will provide services in the future to other clients whose interests potentially do not coincide with those of the Client. The Law Firm’s obligations to avoid direct conflict of interest shall apply only to each specific work, assignment or project of the Client in a specific single jurisdiction during the term of validity of this Agreement.
4.4. The Law Firm cannot advise the Client’s opponents on the same subject matter for which it advises the Client. The Law Firm may represent or advise clients not on the same specific subject matter even if the interests of these clients do not necessarily coincide with the interests of the Client or another client. General legal advice shall not be considered to be advice on the same subject matter.
4.5. Before accepting any new assignment from the Client, the Law Firm shall conduct a conflict of interest assessment in order to make sure that the Law Firm may represent the Client’s interests in accordance with the Code of Professional Conduct for Advocates of Lithuania. In the event of a conflict of interest, the Law Firm may be forced to refuse to perform the Client’s assignment and terminate the Agreement with the Client. The Law Firm, if this does not violate confidentiality requirements in relation to other clients, shall inform the Client about circumstances that cause or, in the opinion of the Law Firm, may reasonably cause a conflict of interests.
5. PROCESSING OF PERSONAL DATA
5.1. By signing the Agreement, the Client’s representative hereby confirms that they are acquainted with the Privacy Policy of the Law Firm, published online at https://widen.legal/lt/privacy-policy/. The terms of the Privacy Policy of the Law Firm may be periodically updated.
5.2. The Client undertakes to properly inform all natural persons whose personal data shall be processed by the Law Firm due to the business relationship between the Law Firm and the Client, about the transfer of their personal data to the Law Firm, and also to properly and in a timely manner acquaint them with the processing of their personal data by the Law Firm, by providing them with a link to the Privacy Policy (https://widen.legal/lt/privacy-policy/).
5.3. The Client shall be responsible for ensuring that all data of natural persons related to the Client, which the Client submits to the Law Firm, are collected legally and are accurate, complete and adequate. If the data changes, the Client must immediately inform the Law Firm thereof.
6. DIRECT MARKETING, USE OF THE CLIENT’S BRAND AND NAME
6.1. On the basis of its legitimate interest, the Law Firm intends to send direct marketing messages concerning similar services provided by the Law Firm, legal news, and invitations to trainings and events organised by the Law Firm to the Client’s specified e-mail address. The Client may express their disagreement by checking the box in the Special Terms and Conditions.
6.2. The Client may opt out of receiving direct marketing messages at any time later by clicking the opt-out link in each message sent.
6.3. In concluding the Agreement, the Client hereby confirms that they do not object to the Law Firm indicating the name, brand and/or other distinguishing marks of the Client on its website and/or social network accounts in the list of clients of the Law Firm and in the descriptions of assignments and projects for which the Law Firm provided services to the Client. The Client may express their disagreement by checking the box in the Special Terms and Conditions.
7. INTELLECTUAL PROPERTY
7.1. All intellectual property rights arising from the performance of the assignment by the Law Firm shall belong to the Law Firm. The Law Firm shall not transfer its intellectual property rights to the Client. The Law Firm shall grant the Client a non-exclusive licence to use intellectual property objects created during the provision of services throughout the period of validity of the intellectual property rights, in all territories of the world without the right to transfer it.
7.2. The Client hereby warrants that it has the right to use the intellectual property objects provided by the Law Firm, which, at the request of the Client, shall be adjusted, changed, combined with each other or otherwise adapted, digitized and other actions necessary for the provision of legal services shall be performed with them during the provision of services.
8. CLIENT IDENTIFICATION
8.1. In accordance with the applicable legislation, the Law Firm must in certain cases identify the Client, the persons acting on behalf of the Client and the Client’s final beneficiaries. In certain cases, the Law Firm may also have the obligation to determine the origin of the Client’s funds. The Law Firm may be obliged to refuse to perform or suspend the performance of the assignment and notify the relevant authorities if the Client does not provide the required information, if the transaction is suspicious, or if there are suspicions that the funds are used for terrorist financing or money laundering purposes.
8.2. Although the Law Firm has a professional and legal obligation not to disclose information about its clients and the legal services provided to them, according to the applicable laws the Law Firm may be obliged to inform the relevant authorities about transactions for which the amount used in cash exceeds the established limits, or if the Law Firm becomes aware or has reason to suspect that any transaction performed on behalf of the Client may violate the provisions of the legislation on the prevention of money laundering and terrorist financing. If, at any time during the provision of legal services to the Client, the Law Firm is obliged to notify the responsible authorities about money laundering, the Law Firm may not be allowed to inform the Client about the notification or the reasons for its submission.
8.3. In certain cases established by the applicable legislation, the Law Firm may be obliged to provide information to the tax administration and customs authorities about the Client’s VAT identification number and the value of the services purchased by the Client. In addition, institutions and bankruptcy administrators may in certain cases require the submission of invoices issued by the Law Firm and their annexes.
8.4. The Client must immediately submit documents or other data if the Client’s beneficiary, their management structure, the nature of their activity, or the purpose or expected nature of their business relations with the Law Firm changes, or if the Client becomes a politically exposed person or a high- risk resident of a third country.
8.5. The Client understands and hereby agrees that the aforementioned cases, which constitute the legal obligation of the Law Firm, shall not be considered a violation of confidentiality or professional secrecy.
9. CLAIMS AND LIABILITY
9.1. If the Client is dissatisfied with the services provided by the Law Firm, the Client must inform in writing (by post or e-mail) the attorney responsible for its assignment or the managing partner of the Law Firm immediately after the circumstances leading to such a claim or complaint of the Client (hereinafter referred to as the Claim) become clear.
9.2. The Law Firm shall provide legal advice to the Client and shall not be held liable for the decisions made by the Client or their consequences.
9.3. The Law Firm shall be liable to the Client only for direct damages (losses) caused to the Client.
9.4. The Law Firm’s liability for direct damages (losses) caused to the Client due to improperly provided legal services shall be limited to the amount of the remuneration paid or payable for legal services provided by the Law Firm in connection with the assignment from which the Claim originated, has arisen, multiplied by three.
9.5. The Law Firm shall not be held liable for Claims submitted more than 12 months after the circumstances giving rise to the Claim became known or should have become known to the Client.
9.6. The Law Firm shall only be liable to the Client and shall not be held liable for any damage or losses that may occur to third parties. If the Law Firm agrees that a third party relies on the Law Firm’s advice, this shall not create an attorney–client contractual relationship between the Law Firm and said third party and shall not increase or affect Law Firm’s liability under these General Terms and Conditions. The Law Firm shall be liable against such a third party only if the Law Firm has agreed to such liability in writing and only to the extent that the Law Firm is liable to the Client.
9.7. The Law Firm shall not be liable for damages (losses) if the Client uses the Law Firm’s consultations, documents or other materials that were prepared during the performance of the assignment, for any purpose other than the one for which they were provided to the Client.
9.8. The Law Firm shall not assume liability for the services provided by other law firms (including other law firms operating on behalf of LEXTAL) or external specialists, regardless of whether they were used by the Law Firm or the Client on their own initiative, provided that the Client was informed that said other specialists were hired. The Client hereby agrees that the Law Firm may use other specialists according to contracts concluded separately with them, who are not obliged to comply with these General Terms and Conditions.
9.9. The Law Firm shall not be held liable for damages (losses) that occurred if the Law Firm is unable to commence or continue work due to circumstances beyond the Law Firm’s control, or if the Client does not cooperate with the Law Firm, does not provide information to the Law Firm concerning its choices – e.g. concerning its choice to appeal a court or other decision – or does not provide information on further assignments to the Law Firm.
9.10. The limitation of the Law Firm’s liability provided for in this Section shall be applied to the extent that it does not conflict with the mandatory legal provisions of applicable laws.
9.11. If the written documents submitted by the Law Firm to the Client, such as legal inspection reports, etc., indicate other limitations on the Law Firm’s liability or the procedure or deadlines for submitting Claims to the Law Firm, then the corresponding provisions provided for in said written document submitted to the Client shall apply.
10. VALIDITY, SUSPENSION AND TERMINATION OF THE AGREEMENT
10.1. The Agreement shall come into force from the moment of its conclusion.
10.2. If the Client does not apply to the Law Firm for legal services for more than 4 months after the last invoicing date, the Agreement shall be terminated automatically. Upon termination of the Agreement, the provisions of the Agreement concerning confidentiality and renewal of the Agreement shall remain in effect. If, after the Agreement has been automatically terminated, the Client repeatedly applies to the Law Firm for legal services and the Law Firm begins to provide services without offering to conclude a new legal services agreement, it shall be considered that the validity of the Agreement has been renewed under the same terms and conditions that were valid before its termination. The number of such renewals of the validity of the Agreement shall not be limited.
10.3. Either party shall have the right to terminate this Agreement at any time by notifying the other
party thereof in writing 30 calendar days in advance.
10.4. The Law Firm shall have the right to suspend or terminate this Agreement by notifying the Client in writing no later than one week in advance, if the Client does not cooperate with the Law Firm or is more than 10 calendar days late in paying the invoice.
10.5. Upon termination of this Agreement, the Client must pay all invoices issued to them for the legal services provided.
10.6. The Client hereby agrees that the Law Firm shall have the right to assign any claim arising from an unpaid account to a debt management company.
10.7. Legal services shall be considered accepted and meeting the Client’s requirements, if within 10 calendar days from the date of receipt of the invoice, the Client does not submit reasonable comments in writing (by post or e-mail), without violating Clause 9.5. of the Agreement.
11. NOTICES
11.1. All notices, requests, demands and other transmitted information under the Agreement must be submitted in writing or by e-mail and shall be considered properly submitted if they were delivered in person, by courier, by registered mail, by ordinary letter or by e-mail to the addresses of the parties specified in the Special Terms and Conditions.
11.2. Each party shall immediately notify the other party of any change in its contact details specified in the Special Terms and Conditions.
12. OTHER PROVISIONS
12.1. Any dispute arising from or related to the Agreement shall be resolved through negotiations.
12.2. If an amicable agreement cannot be reached, the dispute must be referred to court or arbitration.
12.3. Disputes where the amount of the main claim in monetary terms is less than EUR 50,000 shall be settled in the courts, and the place of jurisdiction shall be Vilnius, Republic of Lithuania (the contractual territorial jurisdiction). Disputes in which the amount of the main claim in monetary terms exceeds EUR 50,000 shall be settled by arbitration at the Vilnius Court of Commercial Arbitration in accordance with its Rules on Arbitral Procedure. There shall be three arbiters in the arbitration court. The place of arbitration shall be Vilnius, Lithuania. The language of arbitration shall be English. Imperative legal norms may provide for a different dispute resolution procedure, which the Parties must follow.
12.4. The Law Firm shall have the right to unilaterally amend these General Terms and Conditions by notifying the Client thereof by e-mail no later than 15 calendar days in advance. The latest version of the General Terms and Conditions shall be published on the Law Firm’s website. Amendments to the General Terms and Conditions shall begin to apply to our relationship with the Client from the moment the Client places the first assignment after we have informed the Client about the amendments to the terms and conditions.
12.5. If the Agreement is concluded for consumption purposes (for purposes not related to business, trade, craft or profession), the Client, by signing the Special Terms and Conditions, shall express their clear request and consent for the commencement of the provision of legal services before the expiration of the 14-day withdrawal period provided for in the Civil Code of the Republic of Lithuania for distance contracts or contracts concluded off-premises. The Client clearly understands all the legal consequences arising from this consent and request, and which are provided for in the legal acts of the Republic of Lithuania and this Agreement. If the Client cancels such an Agreement within the set deadline, it shall be obliged to settle with the Law Firm for the legal services provided up to the moment when the Client submitted the Agreement cancellation notice to the Law Firm. The Client may submit a notice of termination of the Agreement in a free form to the contact e-mail address specified in the Special Terms and Conditions.