The services and advice provided under each engagement will be provided exclusively by Avance Attorneys Ltd (Avance or we). Your client relationship is with Avance alone and not with any partner or other person currently or formerly employed by or affiliated with Avance. These general terms and any related separate agreement relating to the engagement will also apply to any future instructions or mandates you give us unless expressly otherwise agreed in writing.
We may only be liable for loss caused directly to you and resulting from our negligence or error in performing our services pursuant to the engagement. In addition, our aggregate liability relating to the engagement shall always be limited to one million euros unless otherwise expressly agreed in our engagement letter. Any claim relating to this engagement shall be submitted within twenty-four (24) months of the date when the engagement ended. We shall in no event be liable for any loss or damage suffered as a result of events beyond our control, which events we reasonably could not have anticipated and the consequences of which we could not reasonably have avoided or overcome, or for any indirect or consequential loss or damage suffered by you or others. No current or former partner of Avance or any other person currently or formerly employed by Avance shall have any personal liability for the engagement or the services and advice provided to you unless such liability is resulting from mandatory Finnish law and in such case the aggregate liability of any such person shall always be limited to the minimum liability limitation amount permitted by the applicable rules and regulations of the Finnish Bar Association.
Unless otherwise agreed, we will bill you on a monthly basis. We will add an amount equal to 3.5% of our fees to our invoice to cover our out-of-pocket expenses and disbursements relating to photocopying, telephone charges, computerized legal research charges and the like. However, with respect to any international travel expenses, data room charges, regulatory and administrative charges and other larger disbursements, we may ask that invoices be sent directly to you. Any fees quoted by us are exclusive of value added tax and any other applicable taxes.
We are legal advisors advising on Finnish law. Our work will not include advice on laws other than the laws of Finland. To the extent we review agreements or documents that are governed by any other laws, our review and observations will be based on our common-sense review of such agreement or document as well as our experience with similar agreements, documents and structures that are governed by Finnish law. Our work does not involve any commercial, operational, financial, profitability, environmental, technical, planning, accounting, pension, insurance, actuarial or information technology advice, or, unless expressly otherwise agreed in writing, any advice in relation to tax, tax laws or tax related matters.
Our advice and work product are exclusively for your benefit for the sole purpose of this engagement. Our advice and work product may not be relied on by any other person or for any other purpose. We accept no duty of care or other responsibility to any person or entity other than you and we shall have no liability to any other person with respect to our advice or work product. If, at your request, we agree that a third party may rely on our advice or work product, this shall not increase or otherwise affect our liability to our disadvantage, and we can only be held liable to such third party to the extent we can be liable to you. Any amount payable to a third party as a result of such liability shall reduce our liability to you correspondingly, and vice versa. We accept no client relationship with any such third party. The aforesaid also applies if, at your request, we issue reports, opinions or any work product to a third party. Any report, opinion or other work product that we have prepared must not be distributed outside your organization without our approval, which will not be unreasonably withheld. We may require that any recipient of such written communications executes an agreement governing the disclosure of such work product in form and substance acceptable to us.
We are bound by the rules and regulations of the Finnish Bar Association and by laws and regulations that impose certain regulatory obligations on us. For example, we have a statutory obligation to verify the identity of our clients and their ownership structure, as well as the identity of certain related individuals. We are also required to seek information about this engagement and related parties and in certain instances the origin of assets, before our work commences or continues. We also have a statutory obligation to disclose suspected money laundering and terrorism financing to the authorities and we have a statutory duty not to inform you of any such suspicion or any actual or contemplated disclosure to the authorities. We may be required by law to provide information on our clients and the fees and expenses charged in connection with this engagement to tax authorities for value added taxation purposes or information on reportable cross-border arrangements (DAC6).
In the context of providing our services and in meeting our regulatory obligations such as those described above, we may process the personal data of individual persons such as you and your employees, officers, directors, agents, beneficiaries and related parties. We may obtain such personal data directly from you or the relevant persons, or from third parties such as from private and public registers. We process personal data in accordance with the laws and regulations applicable to us, including applicable rules and regulations of the Finnish Bar Association. The processing of personal data by us is described in more detail in our privacy policy which is available on our website: https://www.avance.com/privacy-policy. As regards any personal data obtained from you, you warrant that you are authorized to provide such data to us and that the personal data provided to us has been processed in accordance with the applicable laws and regulations.
Unless you have instructed us otherwise, once this engagement is completed and has become publicly known, we may disclose our role in this engagement.
We shall not be responsible or liable for any work carried out by any other parties, including any other advisors working on the same or related assignment. We shall also not be liable for any loss or damage that results from the use of our work product or advice in other contexts or for any other purpose than for which they were given, or that result from our compliance with legal duties or the rules and standards of the Finnish Bar Association. In the event that we are held jointly liable together with another adviser or party involved in the same or related assignment, our liability shall be limited to the proportion which our fee bears to the aggregate sum of the fees payable to all such advisors and parties. If such other adviser’s or party’s liability is excluded or limited by agreement or otherwise or such other adviser or party fails to pay their portion of the liability, then such limitation, exclusion or failure to pay shall not increase our aggregate liability towards you, meaning that our liability shall be reduced by the amount that we would have been entitled to recover through recourse or otherwise in the event that such other adviser’s or party’s limitation, exclusion or failure to pay would not have existed.
This engagement may be terminated at any time by either you or us, except where our right to terminate this engagement is restricted by applicable law and the rules and regulations of the Finnish Bar Association. Unless terminated earlier, this engagement ends when the final invoice for our services is issued.
We use e-mail and other means of electronic communication with you. We are required by law and the rules and regulations of the Finnish Bar Association to maintain copies of all documents, records and correspondence pertaining to our engagement also after this engagement, and therefore we cannot comply with any request to return or destroy any such documentation. We will deliver your original documents pertaining to this engagement upon request.
Unless specifically agreed in writing, we will not update any advice given to you, nor do we have a continuing obligation to inform you of changes to the law or to any administrative practice that may impact adversely on your interests.
This engagement and these general terms applicable to the engagement shall be governed by, and construed in accordance with, substantive Finnish law. Any dispute, controversy or claim arising out of or relating to this engagement (including any related engagement letter, these general terms and other terms relating to this engagement), 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. Notwithstanding the above, we shall be entitled to commence proceedings against you for the payment of any amount due in any court with jurisdiction over you or any of your assets.