GENERAL TERMS AND CONDITIONS (2024:8)
These general terms and conditions (the “General Terms and Conditions”) apply to all services provided by Aaltoa & Co Ltd (“Aaltoa” / “we” / “us”), and all engagements and assignments between Aaltoa and its client(s). By using our services, the client is deemed to have accepted these General Terms and Conditions.
We can agree on exceptions and/or additions to these General Terms and Conditions a case-by-case basis in writing with the client. In case of possible discrepancies between these General Terms and Conditions and a written engagement letter/assignment agreement entered into with the client, the engagement letter/assignment agreement shall supersede these General Terms and Conditions.
1. Services and scope of services
1.1. We agree on our role, the services and the scope of the services to be provided at the commencement of our assignment. Our services may include legal advice and/or management consulting. We do not provide any accounting, technical or environmental advice. In addition, our services do not include any tax advice, and we do not assess potential tax consequences of our advice. Our legal advice based on Finnish law and only in relation to the assignment. Any statement relating to the laws of other jurisdictions shall not be deemed as legal advice, and no liability is assumed by us in respect of any statement or view expressed on foreign laws.
1.2. Our services and advice are tailored to the circumstances in each specific assignment based on the information and instructions presented by the client. The client must disclose all relevant information regarding the assignment as well as changes concerning the given information. Our advice may not be relied on in any other assignment, or any other purpose than for which it was given. We cannot guarantee the outcome of an assignment.
1.3. All assignments are made between the client and Aaltoa, not between the client and any individual.
1.4. We may agree with the client that external advisors (such as other lawyers or consultants) may be engaged for handling the assignment or part of it. We are not liable for the cost of using such external advisor and assumes no liability for the services or advice provided by any external advisors.
2. Client identification and preventing of money laundering and terrorist financing
2.1. We may be required by applicable law to verify our clients, the client’s owners and representatives as well as determine the origin of the funds and/or other assets in accordance with the regulation governing the prevention of money laundering and terrorist financing. We are required by law to report suspicions of money laundering or terrorist financing to the relevant authorities and might be obliged to cancel the assignment in case such suspicious arise.
2.2. We are not liable for any loss or damage (direct or indirect) caused to the client, due our compliance with the obligations we have considered to be incumbent on us under mandatory legislation.
3. Fees, expenses and invoicing
3.1. The fees charged by us are normally based on the hourly billing rates applicable at the time of the assignment, unless otherwise agreed with the client. We may also agree on other fee arrangements/remuneration models with the client (such as fixed fee, success fee or combination of different remuneration models). Our fee may be determined based on several factors including the nature of assignment, the time spent on the assignment, the scope and complexity of the assignment, the urgency of the assignment, the value added to the client, the results achieved, and/or any other factors agreed with the client.
3.2. Any fee estimates provided by us are merely indicative and non-binding, unless otherwise agreed with the client.
3.3. We are entitled to charge the out-of-pocket expenses incurred for the handling the assignment, such as governmental, registration, travel and accommodation expenses.
3.4. Value added tax (VAT) shall be added to our fees in accordance with the applicable tax regulations.
3.5. The term of payment is fourteen (14) days from the date of the invoice, unless otherwise agreed with the client. Interest is payable on overdue invoices in accordance with the Finnish Interest Act from the due date until the date of payment.
3.6. In certain cases, we may require a retainer to cover our future fees and expenses.
4. Intellectual property rights
4.1. All intellectual property rights in all work and material that we generate for the clients, are retained by Aaltoa. The client has the right to use such work and material for the purposes for which they are provided.
5. Personal Data and data protection
5.1. We process personal data in accordance with the applicable data protection laws for the purposes of, inter alia, managing and maintaining client relationships, handling assignments, identifying our clients and marketing our services.
5.2. If we use external advisors when handling the assignment or work with our client’s other advisors, we may disclose to them information and material we consider necessary.
5.3. In certain cases, we may be obliged to provide information to the tax authorities on the client’s VAT registration number and the value of the client’s purchase from us.
6. Publicity and use as reference
6.1. Unless otherwise agreed with the client, we have the right to name our client(s) and provide a brief description of the assignment(s) in connection with offers made to potential clients. Such information and reference shall be marked as confidential.
6.2. We are allowed to use transactions or similar assignments as public references in our marketing materials, offers, social media channels and website. Such reference use shall only contain information that is already public or information that we have the client’s permission to use.
7. Limitation of liability
7.1. Our aggregate maximum liability under any assignment is limited to the pure economic loss directly caused to a client as a consequence of an error or negligence on our part in carrying out the assignment and is also limited to amount the fee charged from the client during the course of the assignment.
7.2. We are only liable for direct damages incurred by the client. We are not liable for any incidental, consequential or other indirect loss or damage such as lost profits, lost business or lost data.
7.3. Our liability to the client shall be reduced by any amount client receives as a compensation from insurance, or as a party to any other agreement or, as a beneficiary of any other compensation or refund.
7.4. We are not liable for any damage or loss resulting from our advice or documents provided to the client if they are used for any other purpose than originally prepared for. Our services and advice are provided only to our client, and we are not liable for any damage caused to a third party for any reason. We are not liable for the services or advice of any external advisor/parties, even in such situations where we have commissioned these parties on behalf of the client or where the services and/or advice are provided to the client through us.
7.5. In the event the client has been advised by an external advisor (other than Aaltoa) in the same matter giving rise to liability, our liability is limited to the maximum liability of the external advisor in case that is lower than ours.
7.6. We are not liable for any damage caused by possible tax consequences or risk of such.
7.7. A partner, a partner of Aaltoa’s partner or employee of Aaltoa or employee of Aaltoa’s partner is not personally liable for the carrying out of the assignment. Without prejudice to the client’s right to bring claims against Aaltoa, the client agrees not to bring any claims against the partners, a partner of Aaltoa’s partner or personnel of Aaltoa or personnel of Aaltoa’s partner, unless otherwise provided by mandatory law.
7.8. The limitations to our liability, as agreed in this section, equally apply and limit the potential liability of our partners, former partners and employees in relation to the client.
7.9. We reserve the right to limit our liability below the amount specified in this section with respect to a certain assignment or particular part of the assignment.
8. Termination
8.1. These General Terms and Conditions apply as of the commencement of the client’s engagement with us, irrespective of a possible later acceptance of these General Terms and Conditions.
8.2. Unless otherwise agreed with the client, the client is entitled to terminate the assignment at any time upon written notice to us. We may in some cases be entitled or obliged to terminate our assignment. In case of termination or expiry of the agreement between the client and us, the client is obliged to pay our fees for services provided and expenses incurred by us prior and up to the termination or expiry of the assignment. The client undertakes to sign all documents that may reasonably be required for the termination or expiry of the assignment.
9. Claims
9.1. We are not liable for any claim made later than six (6) months when the client received our service or advice, or from when the assignment can reasonably be deemed to have been completed, whichever of the foregoing occurs first.
9.2. If the client’s claim is based on a claim made against the client by a third party or by a public authority, we are entitled to answer and settle the claim on behalf of the client. We are not liable for a claim if the client has settled the matter or undertaken other actions concerning the claim without our consent.
9.3. If the client is compensated by us or our insurers in respect of a claim, the client is obligated to assign the right of recourse against third parties to us or our insurers.
10. Governing Law and dispute resolution
10.1. Finnish law, excluding its choice of law rules and principles, will be applicable to all our client relationships (including assignments) between the client and Aaltoa.
10.2. Any dispute, controversy or claim arising out of or relating to the client’s assignment or contract with Aaltoa, or the breach, termination or validity thereof, shall be finally settled in arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The seat of arbitration shall be in Helsinki, Finland. The number of arbitrators shall be one (1).
10.3. We reserve the right to bring claims uncontested receivables to the Helsinki District Court or to another competent court.
Aaltoa & Co Ltd
Erottajankatu 2, FI-00120 Helsinki, Finland
Business ID: 3457034-3, VAT Number: FI34570343
Registered office: Helsinki, Finland
9 August 2024