Standard Terms of Client Agreement

The standard terms of the Client Agreement of Raidla Lejins & Norcous Advokaadibüroo OÜ

as of 1 January 2010


Raidla Lejins & Norcous Advokaadibüroo OÜ (hereinafter, the Firm) provides legal service to the Client on the following standard terms and conditions.

1.    The persons providing the legal services (performers in Estonian täitjad and substitute performers in Estonian asendustäitjad) through the Firm have been listed on the web page www.rln.ee/team.

2.    The Firm shall perform the Assignment given by the Client through the attorneys of the Firm, including tax advisors. In connection with the performance of the Assignment the Firm and the attorneys, including the tax advisors shall have the right to represent and/or protect the Client in all disputes, negotiations and proceedings, as well as in extrajudicial proceedings and arbitration courts and in the Courts of the Republic of Estonia, as well as in front of all institutions, bodies and persons. Such authority shall not be restricted unless the Client has notified otherwise in writing. The lawyers and trademark attorneys working in the Firm may represent the Client only on the basis of a separate power of attorney issued by the Client in writing or in a form which can be reproduced in writing. Assistant attorneys shall perform the Assignment under guidance of his/her supervisor.

3.    If the Client has given new assignment in writing or in a form which can be reproduced in writing and the Firm has accepted such assignment for performance without entering into a new Client Agreement it is assumed that the provisions of the previous Client Agreement shall apply to the performance of the legal services except that the legal services shall be paid for on the basis of the standard hourly rates applicable at the time the new assignment was given.

4.    The Firm is entitled to change the customary hourly rates of the Firm unilaterally by giving the Client one month’s advance notice. The Client shall have the right to request information about applicable hourly rates of the Firm at any time. Changes in the standard hourly rates of the Firm shall not affect agreements regarding fees agreed upon between the Client and the Firm.

5.    If the parties have agreed that the services provided by the Firm shall be paid for on the basis of principles other than the standard hourly rates of the Firm then a failure of the Client to pay the invoices in time shall entitle the Firm to apply standard hourly rates of the Firm for payment of the entire Assignment or any part of it.

6.    VAT shall be added to fees charged by the Firm where required by applicable law. In addition to the payment of the fees, the Client shall reimburse the Firm for direct expenses related to the performance of the Assignment (photocopies, telecommunications, translations, business trips and other similar expenses).

7.    Payment for the legal services and reimbursement for expenses shall be made on the basis of invoices periodically issued by the Firm. The Client shall pay the invoice within 10 (ten) days from the receipt of the invoice. The Client shall notify the Firm of its comments regarding the invoice or the works reflected in the invoice within the referenced time. In case such notice is not received by the Firm the invoice shall be deemed to be accepted by the Client in full.

8.    Upon completion of the Assignment the Firm has no obligation to supplement, change or amend any information, opinion or legal document of any type or form provided to the Client earlier in the course of performance of the Assignment due to new knowledge or any other reason without new instruction by the Client. The above principle shall also apply in situations where applicable legislation or jurisprudence of courts changes, new circumstances emerge or new knowledge is otherwise conferred upon the Firm.

9.    The contents of the Client Agreement and the information that becomes known to the parties in the course of performance of the Assignment shall be confidential, the disclosure of such information to third parties shall be allowed only if this is expressly allowed by law or if the other party has consented to such disclosure. The Firm shall return original documents upon request of the Client provided that the Firm does not exercise its retention right.

10.    The provisions of the Law on the Estonian Bar Association on conflict of interests shall apply to the Client Agreement. The fact that the Client may be competing with other companies or persons shall not be deemed a conflict of interests for the purposes of the Law on the Estonian Bar Association.

11.    The Client is obliged to provide accurate information in timely manner and inform the Firm of all aspects relevant to provision of legal services; provide documents and guidance necessary for performing the Assignment; and co-operate with the Firm.

12.    The Firm and the attorneys of the Firm and patent attorneys shall be liable for direct financial damage wrongfully caused to the Client upon the performance of the Assignment. The Firm, the attorneys and the patent attorneys shall not be liable for any lost profits, indirect damage or non-financial damage. The total extent of the liability of the Firm and the attorneys is limited with the triple amount of the fee paid or payable for the performance of the Assignment and under no circumstances shall the liability exceed 75 000 000 (seventy five million) Estonian kroons. The limitation of liability referred in this section shall not apply in cases and in the amount where limitation of liability is not allowed pursuant to applicable legislation.

13.    The parties shall try to solve all disagreements that may arise from the provision of the legal service by mutual negotiations. In case agreement is not reached, the dispute in which the monetary value of the principal claim exceeds 300 000 Estonian kroons shall be resolved by the Arbitration Court of the Estonian Chamber of Commerce and Industry according to its rules. If the monetary value of the disputable principal claim does not exceed 300 000 Estonian kroons, the dispute shall be resolved by the County Court of Harju. The Agreement is governed by the laws of Estonia.

14.    The Client has the right to terminate the Client Agreement at all times by notifying the Firm of such in writing or in a format which can be reproduced in writing.

15.    The Firm has the right to terminate the Client Agreement in writing or in a format which can be reproduced in writing with a good reason, above all when circumstances occur where the Firm cannot be reasonably expected to continue the provision of the legal service, including for example the emergence of a conflict of interest, non-payment of fees, suspicion of money laundering, the refusal to give instructions or the conflict of the instructions with law or inability to perform the instructions given. 

16.    Issues that are not regulated by the Client Agreement shall be regulated by provisions of applicable law regarding mandate agreements (in Estonian käsundusleping) considering also the specific regulation set out in the Law on the Estonian Bar Association.