GENERAL TERMS AND CONDITIONS OF ASSIGNMENT, PROPERTA ATTORNEYS LTD,
1 February 2024

1. PROPERTA ATTORNEYS LTD AND SCOPE OF THESE TERMS AND CONDITIONS

Properta Attorneys Ltd (hereinafter referred to as Properta), business ID: 2798639-1, of Bulevardi 6 C 22, 4^th Floor, FI-00120 Helsinki, www.properta.fi/en, mail@properta.fi, shall serve its clients in accordance with these general terms and conditions of assignment. The Attorneys-at-Law working at Properta shall be members of the Finnish Bar Association and other staff of Properta shall be bound by legislation, confidentiality provisions, the ethical standards of the Finnish Bar Association, and the standards of good professional practice. The current ethical standards of the Finnish Bar Association may be viewed on its website at www.asianajajaliitto.fi/en.

These terms and conditions shall supplant any general procurement or other terms and conditions of the client except where Properta and the client otherwise expressly agree in writing. These terms and conditions shall not apply insofar as they conflict with an individual assignment agreement concluded with the client or where otherwise provided in mandatory legislation. Properta shall be entitled to revise these terms and conditions to correspond in particular to amended legislation or industry practices. These terms and conditions shall also govern any subsequent assignment of the client in the revised form that is current at the time unless otherwise agreed.

2. CLIENT IDENTIFICATION

Pursuant to legislation against money laundering and the financing of terrorism, Properta is required to identify its clients and their representatives and owners as necessary. A law firm may be required to request details of the origins of client funds in certain cases specified by law. Under certain circumstances Properta may be unable to discharge its assignment before completing the required investigations. Properta must notify the authorities of any suspicion that its assignment relates to money laundering or financing of terrorism. Properta is not permitted to advise a client that any such notification has been submitted. By issuing an assignment to Properta, the client acknowledges and accepts that Properta may use personal data on a client, its representatives and owners for the said purposes.

3. RECEIPT AND DISCHARGING OF ASSIGNMENT

The client shall be liable for ensuring its rights over the subject of its assignment to the extent that is required for discharging the assignment. Properta shall have no obligation to conduct background investigations of the client’s prior rights or design except where specially so agreed. Both on commencing, and in the course of an assignment, the client shall be required to furnish Properta with all adequate and accurate information pertaining to its assignment, together with the necessary documentation. The client shall notify Properta without delay of any changes in the foregoing information that may have bearing on discharging the assignment. The client shall check the factual accuracy of any documents that have been prepared by Properta and submitted to the client for perusal and comment. Properta shall be entitled to assume that the client approves the content of documents unless the client notifies otherwise without delay.

Before taking an assignment, Properta shall review whether there are any grounds for disqualification under the ethical standards of the Finnish Bar Association, and may be required to decline the assignment without specifying the reason for doing so if any such grounds exist.

Both Properta and the client shall allow for the official time limits notified thereto. Where possible, and unless otherwise indicated under the circumstances, Properta shall be entitled to seek a continuance in the event that it fails to receive instructions from the client in good time before a deadline expires. Properta shall be entitled to a reasonable fee for mea sures related to continuances.

A client wishing to maintain the protection of intellectual property rights or to allow such protection to lapse shall instruct Properta to this effect in good time before the deadline expires, even if the client has not received a reminder concerning maintenance or renewal. The client’s instructions concerning maintaining or waiving the protection of intellectual property rights shall be clear and comprehensive. The duty of Properta to act after a right of protection has been issued shall be limited to forwarding reports concerning the said right to the client. Properta shall be entitled to compensation for the associated measures and costs. The client shall be required to heed notices concerning maintenance of the right of protection and deadlines for renewal.

Properta shall forward all notices to the client’s last notified e-mail or postal address. The client shall be required to advise Properta of any change in its e-mail or postal address. Properta shall have no duty to act if it is unable to contact the client due to failure to notify a change of address, nor shall Properta be liable in cases of lapse due to such failure.

4. CONFIDENTIALITY

Properta has a professional and legal duty to maintain the confidentiality of information concerning its client unless the client instructs Properta to disclose any information or Properta is required to do so by law. Properta shall also be entitled to disclose confidential information to its insurers, auditors, and other retained specialists and subcontractors to which it outsources certain administrative functions and on which it imposes a corresponding duty of confidentiality. The client accepts that Properta may keep printed or electronic versions of documents in its internal searchable information system that have been created or received in the course of a client assignment.

5. INSIDER INFORMATION

Properta shall comply with insider guidance in assignments concerning listed companies and listed financial instruments, and shall keep a register of insiders where necessary. The client agrees to notify Properta on furnishing the firm with insider information.

6. CONSUMER PROTECTION

A client whose assignment is governed by the Consumer Protection Act^[i] shall be entitled to cancel the assignment in accordance with the said legislation. Further details of the right of cancellation are provided in the section of the Properta website (http://www.properta.fi/en) concerning advance information in distance selling.

7. USE OF EXTERNAL SERVICES

If Properta requires the services of third parties when discharging an assignment, such as Finnish or foreign specialists, agents or lawyers, then the said third party shall be deemed to have entered into a direct contractual relationship with the client and to represent the client directly unless otherwise agreed in writing. Properta shall not be liable for the advice or default of a third party. The client shall address its claims in this respect directly to the third party and shall have no right to address any such claims to Properta. The client shall be liable for the charges of third parties (including any applicable value-added tax), irrespective of whether the client was invoiced directly by those parties or whether the fees and costs of the said parties were included in the invoices of Properta.

8. INFORMATION SEARCHES

Any information retrieved from public records (e.g. a trade register, or a trademark or design database) by Properta in the course of discharging the client’s assignment shall be forwarded to the client on the presumption that the details in the said register were comprehensive, accurate and current at the time of the search.

9. CLIENT ASSETS

Properta has a client assets account at OP Bank. Properta shall handle the funds in the client assets account as if the client had deposited them directly with the said financial institution. Properta shall not be liable for any failure of the financial institution to clear payments from its client assets account. Properta shall be entitled to use funds held in the client assets account on the client’s behalf and interest accruing thereupon to settle invoices of Properta.

10. ELECTRONIC COMMUNICATIONS

Unless otherwise agreed, Properta shall be entitled to use ordinary e-mail in electronic communications related to an assignment. The client acknowledges and accepts that some security risks may be involved in using ordinary unencrypted e-mail. A client wishing to use some more secure form of communication on special grounds shall give Properta a prior written notice of this wish before the assignment begins. Properta shall have no liability to compensate for any loss or damage arising from electronic communication except in case of a breach of professional obligations based on the assignment that arises wilfully or through gross carelessness.

Properta uses electronic software and servers provided and maintained by external service providers for discharging assignments and storing information. Properta shall not be liable for any damage or loss of data caused to the client through security breaches affecting the service of an external service provider, malfunctions, service provider errors or other circumstances that are beyond the firm’s reasonable control.

11. DATA PROTECTION

In the course of discharging an assignment Properta may process personal data supplied by the client and information obtained from credit registers (hereinafter referred to as Personal Data). Personal Data may pertain to the client or to other persons. Processing of Personal Data shall comply with statutes and regulations governing the processing of personal data. Further details of processing of Personal Data are available on the Properta website (www.properta.fi/en) under the heading Privacy Policy.

Except where otherwise instructed by the client in writing, Properta shall record and process Personal Data depending on the type of data obtained from the client or from third parties on the client’s behalf. Properta shall serve as data file controller for Personal Data pertaining to the client that Properta may process for the purpose of discharging its assignment, such as processing invoices and performing the prescribed obligations of Properta. Properta may also process Personal Data pertaining to the client or to third parties in order to advise the client and discharge the client’s assignment in accordance with the client’s guidelines and thereby with the client’s consent.

Properta may only disclose the client’s Personal Data to third parties with the client’s consent or instruction to do so, where so required or permitted by law, or if the parties concerned are providing services to Properta or to the client. On transferring Personal Data to a service provider or to an adviser located in another country, Properta shall assume that the said parties have taken the appropriate technical and organisational measures to combat unauthorised or unlawful processing of the Personal Data or accidental loss, deletion or corruption thereof. The regulatory control and other public authorities of the said countries may nevertheless be entitled to obtain such data.

Any Personal Data submitted by Properta to the client concerning Properta employees or third parties shall only be used for the express purpose for which the said information was disclosed to the client.

Properta shall supply the requested information to any client seeking to exercise its right of inspection of a personal data file.

12. INTELLECTUAL PROPERTY RIGHTS

Properta shall in all circumstances retain all copyrights and other intellectual property rights pertaining to documents and other materials prepared by Properta for the client (in any form whatsoever). The client shall enjoy the non-exclusive right to use the said documents and materials for the purpose for which Properta drafted them for the client.

13. INVOICING CRITERIA

The fee charged by Properta is essentially a time rate based on the working hours used to discharge the assignment. The shortest billable time unit shall be 15 minutes (0.25 h). The fee for discharging an individual assignment may nevertheless also depend on the degree of difficulty of the assignment, its urgency, the required special expertise, the interest, the risks involved in the assignment and the outcome achieved.

The fixed prices of certain services are specified in the current Properta price list. Properta may also separately agree to apply fixed prices or other fee arrangements. The estimates issued by Properta for discharging an assignment shall neither be binding, nor issued in writing as a binding price estimate.

Properta shall be entitled to require payment in advance from a client if it deems this necessary. Properta shall be entitled to revise its prices from time to time without prior notification, particularly in response to rising costs.

Properta shall charge separately for the necessary costs incurred in discharging an assignment, such as the costs of mandatory client identification provided for in the Act on Preventing Money Laundering, the costs of travelling and accommodation, official charges, court fees, registration fees, fees for specialist opinions, non-trivial copying costs and other necessary expenses and charges. Other costs may include the fees charged by Finnish and foreign specialists, agents and lawyers. Travelling time costs will be charged separately unless otherwise agreed. The costs incurred in using a motor vehicle and per diem allowances will be charged in accordance with the decisions of the Finnish Tax Administration.

The applicable rate of value-added tax shall be added to all of the foregoing fees and charges.

14. LEGAL EXPENSES INSURANCE

It is the duty of an Attorney-at-Law to notify the client of any legal expenses insurance and of the possibility of recourse thereto. A client may be eligible to claim legal expenses insurance granted by an insurance company to cover the costs of an assignment, depending on the terms and conditions of the said insurance and the nature of the assignment, and Properta accordingly asks the client to contact its insurance company to determine the associated suitability and coverage.

15. INVOICING

Properta shall invoice the client monthly in arrears. Monthly invoicing shall also apply in litigation cases unless otherwise agreed. Properta is unable to accept payments in cash, and the primary mode of payment is by bank transfer. Properta invoices shall fall due for payment within 14 days of the invoice date. In case of late payment, delay penalty interest shall be charged on the outstanding sum, reckoned from the due date shown on the invoice in accordance with the Interest Act^[ii]. Any objections to an invoice shall be submitted before the due date. Properta shall be entitled to withdraw from discharging an assignment if the client fails to pay an invoice despite receiving a reminder to do so.

Properta shall endeavour to effect e-invoicing through the client’s chosen e-invoicing service provider should the client so request. Properta shall nevertheless not be liable for any carelessness or a breach of a contract on the part of the e-invoicing service provider, for example if the said service provider fails to process the client’s information in the manner required by law. The client warrants that it is entitled to grant Properta an access to any e-invoicing service, and agrees to compensate Properta for any costs, losses or other liabilities that Properta may incur from working with the client’s e-invoicing service provider.

If a third party is ultimately responsible for paying the Properta invoice, then Properta and the client may agree that Properta will send the invoice to a designated third party for a payment. The client shall remain individually liable for paying the said invoice if the said third party fails to pay for any reason.

A client eligible for legal expenses insurance shall advise Properta of the details thereof at the earliest opportunity. The compensation that may be available from the client’s legal expenses insurance or other insurance shall not limit the right of Properta to charge the client for the full invoicing sum, even if the insurance company reduces the recoverable fee or a court of law reduces the legal costs payable by the opposing party. Properta shall be entitled to invoice the client directly, irrespective of whether an insurance company or an opposing party in litigation is liable to compensate the client for legal costs. Properta shall be entitled to invoice for the agreed charge notwithstanding the coverage of any legal expenses insurance. The client is aware that its chosen legal expenses insurance will not necessarily pay compensation for all of the measures taken by Properta or for the full sum reckoned in accordance with the agreed fee criteria. The client is also aware of the maximum compensation payable under any legal expenses insurance, in excess of which Properta shall have a normal right to fees.

16. TERMINATION OF ASSIGNMENT

The client shall be entitled to terminate an assignment at any time by notifying Properta thereof in writing. Properta shall be entitled to presume the client’s intention to cancel an assignment if instructions pertaining thereto or any payment that may be requested for performing the assignment have not been received by Properta in time.

Properta shall be entitled to terminate an assignment in accordance with the guidelines and regulations of the Finnish Bar Association on termination of assignments. Properta shall be entitled to withdraw from an assignment for a legitimate reason, such as the client’s failure to pay an invoice on time, if the client instructs Properta to act in a manner that is unlawful or contrary to good professional practice, or if it becomes evident that the relationship of trust between Properta and the client has broken down.

If an assignment has been terminated, then the client shall be required, without delay, to pay the fees and expenses of Properta that have accrued up to the time of terminating the assignment. An assignment shall only be deemed terminated when discharge thereof no longer requires any measures on the part of Properta. The assignment shall be considered terminated when the final invoice for the assignment has been sent to the client or when the assignment is otherwise deemed terminated with respect to measures taken by Properta.

Properta retains all documents and files in accordance with the applicable code of conduct of the Finnish Bar Association. Documents are primarily stored in digital form. Properta reserves the right to delete any material in its possession relating to engagements 10 years after the end of the engagement, unless otherwise agreed upon. All personal data are retained as described in Properta´s privacy notices.

17. LIMITATION OF LIABILITY AND CLAIMS

The liability of Properta and its representatives to pay compensation for loss or damage arising in the performance of services shall not exceed one million (1,000,000.00) euros per assignment unless some other limitation of liability has been agreed in writing in a case. The sum received by the client in insurance compensation or in some other third party compensation shall be deducted from any compensation liability of Properta and its representatives. If the extent of loss or damage caused to the client cannot be estimated, then the liability of Properta shall in any case be limited to the sum paid by the client to Properta in the case. The liability of Properta and its representatives shall be limited in all circumstances to direct damage, and Properta and its representatives shall bear no liability for indirect or consequential loss or damage or for loss or damage caused by or to third parties. The limitation of liability shall not apply if the loss or damage was caused wilfully or by gross carelessness.

Notwithstanding the foregoing, Properta shall not be liable for failing to discharge an assignment in time if a time limit has been set in a case and Properta receives its assignment or instructions too late. In addition, Properta shall not liable for any damage suffered by the client due to the client using the advice or documents provided by Properta for purposes other than for which they were intended. Properta´s service is provided only to Properta’s client and Properta is not liable for any damage caused to a third party. Properta is not liable for damage caused by possible tax consequences or risks of such, unless tax advice is explicitly included in the engagement.

Properta maintains the liability insurance required by the Finnish Bar Association with If P&C Insurance Company Ltd (of PO Box 4, FI-00025 IF). The geographical coverage of the liability insurance is the entire globe with the exception of the USA, Canada, and legal proceedings governed by the laws of these countries. Irrespective of the terms and conditions of the said liability insurance, the liability of Properta shall in all cases be limited in accordance with these present terms and conditions.

A client that is dissatisfied with the service performed by Properta must submit a notice of defect and any claims in writing within one (1) month of the time when the said services were rendered, and in any case no later than within six (6) months of performance of the measure that is the cause of dissatisfaction or of the date when the assignment that is the cause of the dissatisfaction has ended, whichever is the earlier date.

A dissatisfied client may also submit a written complaint to the Disciplinary Board of the Finnish Bar Association. If the client’s dissatisfaction concerns the fee charged by Properta, then the client shall be entitled to request a fee recommendation from the said Disciplinary Board.

18. CHOICE OF LAW AND DISPUTES

The assignment relationship between Properta and the client shall be governed by Finnish law with the exception of its connecting factor rule. All disputes arising out of or relating to this assignment relationship shall be finally settled by a single member arbitration procedure conducted in Finland in accordance with the regulations of the Board of Arbitration of the Finland Chamber of Commerce. The parties shall nevertheless be entitled to submit a case concerning an overdue receivable to the competent Finnish general court.

Disputes between Properta and a consumer client shall be settled at the District Court of Helsinki or at the District Court of the consumer’s place of residence should the consumer so require. Consumer client shall also be entitled to submit the dispute to the Consumer Disputes Board (www.kuluttajariita.fi/en) or a general court of law. Before taking the matter to the Consumer Disputes Board, the consumer should contact the Consumer Advisory Service (www.kkv.fi/en/consumer-advice/).

[i] Kuluttajansuojalaki, no. 38 of 1978.

[ii] Korkolaki, no. 633 of 1982.