Terms of Business - Legal Consultations
Last updated 25'th April 2022
All capitalized words and phrases used in these Terms of Business shall have the following meanings unless otherwise specified by context:
“Legal Consultations” – legal advice and related services provided by WhistLaw to Clients.
“Agreement” – these Terms of Business or a separate written agreement between Client and WhistLaw, such as the Engagement Letter, as required by the context.
“Associate” – a subject remaining in a contractual relationship, or otherwise connected, with Client or WhistLaw, as
required by the context.
“Business Day” – any day between the hours of 9:00 AM and 6:00 PM, Central European Time (CET), except any Saturday, any Sunday, or any day which is a legal holiday, or any day on which banking institutions are authorized or required by the applicable laws or other governmental action to close, in accordance with the law of the Republic of Poland.
“Client” – a natural or legal person using the Legal Consultations or bound by an Agreement with WhistLaw.
“Engagement Letter” – a written agreement defining the business relationship to be entered into by Client and WhistLaw.
“Legal Fee” – payment due for the Legal Consultations.
“Organization” – the legal entity on behalf of, and for whom, Client enters into an Agreement.
“Party/Parties” – a party or parties to these Terms of Business or a separate written agreement; Client and WhistLaw.
2. Purpose and Application
2.1. Legal Consultations
The Legal Consultations shall encompass the following areas of law:
a) Corporate Law;
b) Commercial Law;
c) Data Protection;
d) EU Law;
e) Whistleblowers’ Protection.
The exact scope of the Legal Consultations, including the type, duration, and Legal Fees shall be specified in an Engagement Letter between the Client and WhistLaw.
2.2. Purpose and Application
The purpose of these Terms of Business is to set out rules on business and general terms that apply to the services provided by WhistLaw to its Clients in the scope of rendering Legal Consultations.
Subject to an Engagement Letter, or any other separate written agreement between Client and WhistLaw, these Terms of Business have a force of a legally binding agreement between the Parties.
3. Effective period of Agreement
3.1. Effective Period of Agreement
The term “Effective Period of Agreement” shall mean the period starting from the Commencement Date of Agreement until the Termination Date of Agreement.
3.2. Commencement Date of Agreement
The term “Commencement Date of Agreement” shall mean the date of the entry into force of the Agreement, as stipulated therein or any further amendments thereof.
3.3. Termination Date of Agreement
The term “Termination Date of Agreement” shall mean the last day of the Agreement duration, as stipulated therein or any further amendments thereof, or otherwise preceded by the Client’s written request to terminate the Agreement sent to firstname.lastname@example.org, no later than two (2) weeks prior to a new Invoicing Period for the Legal Consultations, as defined under Point 4.3 of these Terms of Business.
WhistLaw has the right to terminate the Agreement with immediate effect and with no liability to provide any further services to the Client (other than in respect of any accrued Legal Fee at the Termination Date of Agreement) in the following circumstances:
a) Client has committed a serious or repeated breach of, or non-compliance with, any of the provisions of these
Terms of Business, or neglects to comply with reasonable and lawful directions of WhistLaw,
b) Client has been declared bankrupt,
c) Client commits or is convicted of, a criminal offense, other than an offense under any road traffic legislation in any jurisdiction of the European Union.
4. Legal Fees and Invoicing
4.1. Legal Fees
Unless otherwise agreed with the Client, Legal Fees are based on hourly rates. The chargeable work includes drafting documents, advising, reporting, dealing with correspondence, telephone calls, preparing for and attending meetings and preparing notes of those meetings, researching the law, or other documents required by the matter.
Legal Fees shall be identified in an Engagement Letter between the Client and WhistLaw or provided at the Client’s request.
Legal Fees are subject to revision in accordance with the market conditions for similar services. WhistLaw commits to notify the Client at least thirty (30) days in advance about any Legal Fee increase relevant to the Legal Consultations they have been using.
In addition to the Legal Fees, the Client will reimburse WhistLaw for expenses paid or incurred on the Client’s behalf. These may include fees to other counsels, foreign lawyers, other professionals, expert witnesses, notaries, court and official fees, enforcement fees, registration fees, courier fees, travel expenses, photocopying, and non-legal work undertaken or outsourced by WhistLaw.
4.3. Invoicing Period
Subject to the Client’s request, the term “Invoicing Period” shall mean the Effective Period of Agreement in a whole, or the monthly period of using the Legal Consultations, starting from the Commencement Date of Agreement.
The Invoicing Period shall be specified in each invoice submitted by WhistLaw to the Client, along with the Legal Fees and Expenses accrued for the given Invoicing Period.
All invoices shall be submitted to the Client via e-mail indicated for this purpose by the Client in the Engagement Letter.
4.4. Payment Deadline
All invoices are due for payment by the Client within fourteen (14) calendar days, starting from the date of submitting an invoice to the Client.
Any objections to the invoice must be communicated by the Client via e-mail to email@example.com within seven (7) calendar days from the date when the invoice has been submitted to the Client. Failure to undertake the foregoing shall mean that Client has approved the invoice as a whole.
4.5. Delay in Payment
For the purposes of these Terms of Business, the term “Delay in Payment” shall mean the Client’s failure to pay the outstanding invoice for a given Invoicing Period within fourteen (14) calendar days from the date when the invoice has been submitted to the Client.
In case of Delay in Payment, WhistLaw is entitled to late payment interest for any Business Day of such delay, in accordance with the law of the Republic of Poland (“Late Payment Interest”).
Following two (2) payment reminders sent to the Client on the first (1'st) and the eight (8'th) days of the Delay in Payment, WhistLaw may suspend the provision of Legal Consultations to the Client until the outstanding invoice with the Late Payment Interest due has been finalized.
5. Intellectual Property (IP) Rights
The client has the right to use the written advice delivered to the Client in the framework of the Legal Consultations.
WhistLaw has and retains all copyrights and other IP rights to any written advice and any other content and materials delivered to the Client.
6. Client's and Whistlaw Obligations
6.1. Client’s Obligations
The Client agrees that any advice or any other information provided in the framework of the Legal Consultations is provided solely for the Client’s benefit. Such information and the terms agreed upon in the Engagement Letter (including any details of Legal Fees), or any other Agreement, must not be disclosed to any third party (including any counterparty to any transaction, negotiation, or proceedings to which the Client is a party), except with WhistLaw written consent, where Client is required to disclose it by the applicable laws, or to Client’s auditors or other professional advisers, who, in any such case, receive it for the purpose of discharge of their duties or functions.
In addition, the Client acknowledges and agrees that they will:
a) use the Legal Consultations in good faith and in conformity with the applicable laws, and principles of social co-existence;
b) provide true and accurate personal data and other information necessary for entering into an Agreement;
c) be responsible for the interpretation, use and application of any advice or any other information provided in the framework of the Legal Consultations;
d) not use any advice or any other information provided in the framework of the Legal Consultations to build a competitive offer, website, or otherwise to perform services of a similar kind;
e) not share any advice or any other information provided in the framework of the Legal Consultations with any third party or any unauthorized subject.
The Client acknowledges and agrees that violation of any of the above Points may result in immediate termination and Agreement, and may be subject to further legal actions in accordance with the law of the Republic of Poland.
6.2. WhistLaw Obligations
WhistLaw is committed to providing its Clients with the highest quality services, in good faith,
professional ethics and in accordance with the applicable laws.
Without limitation to Point 7.1. of these Terms of Business, WhistLaw shall provide the Client with contact opportunities, both telephonic or e-mail, during Business Days. The response to any query submitted by the Client shall be arranged without an undue delay.
6.3. Privileged Communication
Unless otherwise agreed by the Parties, or required by the applicable laws, any communication relating to the Legal Consultations between Client and WhistLaw will be considered privileged for both Parties, unless it is clear from the circumstances that the specific piece of information is not privileged.
Where WhistLaw is required to communicate with third parties, such as the Client’s other advisers, such communication is unlikely to be privileged.
In the event that the Client discloses documents or any other information, that is subject to legal professional privilege, such privilege may be lost or waived.
7. Liability and Disclaimer
7.1. Force Majeure
For purposes of these Terms of Business, the term “Force Majeure” shall mean acts or events reasonably beyond the control of either Party and which, by the exercise of due diligence, such Party is unable to overcome.
Except for the payment of Legal Fees or other payments due, neither Party shall be deemed in breach or default of these Terms of Business in the event that either Party fails to perform pursuant to the Terms of Business and the failure is caused by, or is in connection with, Force Majeure.
The Party suspending performance of the Agreement shall give prompt notice to the other Party and shall attempt to cure promptly the cause for such suspension. Upon cessation of the cause for suspension, performance shall resume (or commence) as soon as reasonably practicable, unless otherwise agreed to by the Parties.
WhistLaw shall not be liable to pay any compensation or damages to the extent that the non-performance is due to Force Majeure.
In the event that the Client believes that WhistLaw has failed to comply with these Terms of Business, or any other Agreement, in a whole or in part, the Client shall send to appropriate notification or request to stop the alleged non-compliance, to firstname.lastname@example.org, and the reason that query.
WhistLaw shall consider the query without an undue delay and, in case of declaration of non-compliance, remedy that non-compliance.
Without limitation to Point 7.3. of these Terms of Business, if the non-compliance occurred as a result of WhistLaw's gross negligence, the Client shall be entitled to damages in accordance with the law of the Republic of Poland.
7.3. Non-Liability Clause
To the maximum extent permitted by the applicable laws, WhistLaw shall in no event be liable to Client or any third party for any direct or indirect loss, consequential loss, loss of business opportunities, or any other loss, business interruption, lost profits, costs of procurement of substitute services, or any indirect, consequential, exemplary, incidental, special or punitive damages arising from, or relating to the use of, interpretation of, or application of any advice or any other information provided in the framework of the Legal Consultations.
To the maximum extent permitted by the applicable laws, WhistLaw liability to Client for any damages arising from, or related to, these Terms of Business (regardless of the cause and form of the action), or any other Agreement between the Parties, shall at all times be limited to a maximum of EUR 1,000. The existence of more than one claim shall not extend this limit.
The Client agrees and acknowledges that WhistLaw is not liable for any defamatory, offensive, or illegal conduct of other third parties, or advisers that WhistLaw may be requested or required to contact, or the services of which WhistLaw may be requested or required to use in relation to the Legal Consultations.
8. Data Protection
WhistLaw is committed to respecting privacy and safeguarding the personal data of Clients in accordance with the applicable laws, in particular, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) (“GDPR”).
WhistLaw ensures that the processing of any personal data relating to the Client can take place only in accordance with the principles relating to the processing of personal data set out in Article 5 of the GDPR. In particular, WhistLaw commits to act in accordance with the following principles under the said Article:
a) lawfulness, fairness, and transparency,
b) purpose limitation
c) data minimization,
e) storage limitation,
f) integrity and confidentiality, and
The processing of personal data and related information about the Client shall be carried out in accordance with the rules exemplified in the Data Protection Policy.
The Client agrees to indemnify, defend, and hold WhistLaw and its Associates harmless from and against all claims, liability, losses, damages, costs, and expenses (including attorneys’ and other legal fees) from any claim or demand made by any third party due to, or arising from:
a) Client’s, Client’s Associates’ interpretation, use, or application of any advice or any other information provided in the framework of the Legal Consultations;
b) any content or information submitted by Client, or Client’s Associate to WhistLaw;
c) Client’s, or Client’s Associate’s violation of the rights of any other person or entity;
d) Client’s, or Client’s Associate’s, violation of any applicable laws, rules, or regulations;
e) Client’s, or Client’s Associate’s violation of these Terms of Business, or any other Agreement between the Parties.
The Client agrees to cooperate with WhistLaw in such claims and to keep WhistLaw notified at all times on the progress of the Client’s defense and to take into consideration WhistLaw reasonable requirements in relation to a settlement between Client and any third party involved.
10.1. Unlawfulness, Voidness, Un-enforcement
If any provision of these Terms of Business is determined unlawful, void, or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by the applicable laws, and the unenforceable portion shall be deemed to be severed from these Terms of Business. Such determination shall not affect the validity and enforceability of any other remaining provisions of these Terms of Business.
10.2. No Waiver
The failure of WhistLaw or Client to exercise or enforce any right or provision of these Terms of Business shall not constitute a waiver of such right or provision.
WhistLaw reserves the right to amend these Terms of Business at any time and under its own discretion. Amendments shall not apply retroactively and shall be applicable starting from the date of publication.
WhistLaw commits to notify its Clients about any amendments to these Terms of Business.
12. Applicable Law and Dispute Resolutions
12.1. Governing Law
These Terms of Business and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the law of the Republic of Poland.
The Parties agree to settle amicably any dispute that will arise out of or in connection with these Terms of Business. Otherwise, the courts of the Republic of Poland shall have exclusive jurisdiction to settle such disputes.