General terms and conditions for legal services

I. Applicability / general provisions

II. Basic terms of provision of legal services

III. Time frame for legal services

IV. Persons performing legal services

V. Cooperation and information provided by the Client

VI. Billing policies

VII. Security in electronic communication and storage of documentation>/a>

VIII. Conflict of interest

IX. Non-disclosure

X. Liability

XI. Personal data

XII. Final provisions

1. Applicability / general provisions

  1. This document lays down the general terms and conditions for legal services (the “GTC”) provided by Traple Konarski Podrecki i Wspólnicy sp. j. with its registered office in Kraków, ul. Królowej Jadwigi 170, 30-212 Kraków, national court register (KRS) number 0000209208, tax identification number (NIP) 6772105587, registered business number (REGON) 35162136800000, entered into the register of business entities of the National Court Register maintained by the District Court for Kraków – Śródmieście in Kraków, XI Commercial Division of the National Court Register (“TKP”) to TKP Clients.
  2. “TKP Clients” means parties that enter into an agreement for legal services with TKP.
  3. The GTC are an integral part of legal services agreements concluded with TKP Clients except where expressly put aside or amended in such agreements. Before an agreement is concluded, TKP will provide the Client with the GTC in electronic form by giving an URL address being part of TKP’s internet domain at which the GTC are posted, or by attaching the GTC to e-mail correspondence.

2. Basic terms of provision of legal services

  1. The legal services provided by TKP are in particular provision of legal advice, producing legal analyses, memoranda, and legal opinions, drafting contracts or other legal documentation, providing legal representation and advice during ongoing negotiations and transaction processes conducted by the Client, representing the Client on the basis of separately granted powers of attorney in court and before public authorities, and conducting customized training on legal issues. TKP provides legal services pertaining to Polish law and EU law. TKP may arrange for assistance to be given to Clients by foreign lawyers upon the Client’s express request.
  2. The legal services are specified in detail in an agreement concluded with the Client. The agreement may be concluded by exchanging declarations of intent in any form, subject to subsequent confirmation of acceptance of an assignment by TKP from the Client in written or document form, or, in cases of a long-term relationship with a particular Client, in an implied manner upon commencement of services specified beforehand by the Client.
  3. TKP exercises due diligence when providing legal services, according to an understanding of the relevant provisions of law, the practice of applying them, and case law being current at the time the services are provided, and also in accordance with instructions or recommendations received from the Client in written or verbal form or otherwise, provided that those instructions or recommendations do not contravene the law or professional ethics.
  4. Legal opinions, pleadings in court or administrative cases, legal advice and consultations, and proposals for legal acts drafted by TKP are up to date as of the date on which they are drafted. TKP cannot be held liable for the consequences of advice or other services provided, if changes to law, the practice of applying the law, case law, or interpretation of the law by courts or bodies that apply the law occur subsequent to the advice or services being provided.
  5. TKP may only take action without the Client’s prior consent in cases where necessary due to the interests and for the good of the Client. TKP will promptly notify the Client that any action of that kind is being taken or has been taken, as the case may be.
  6. TKP will produce advice and documents being the work product of legal services solely for the purpose specified in the agreement with the Client, according to the particular facts of the case in hand. TKP’s consent is required for use of such advice and documents for other purposes. Where advice is passed on to other parties, TKP cannot be held liable for the consequences of following advice not intended directly for that party.
  7. The Client may only make use of TKP’s legal opinions in trade according to the finalized wording, and only with TKP’s express consent.
  8. TKP provides services at TKP’s registered office at ul. Królowej Jadwigi 170, 30-212 in Kraków or TKP’s offices at ul. Twarda 4, 00-105 Warsaw, and remotely by means of electronic communication, except where the Parties agree upon a different location for provision of services, or by their nature particular actions need to be performed at a different location, in particular premises of courts or public authorities.

3. Time frame for legal services

  1. The time frame for performance of legal services is stated in detail in the agreement between TKP and the Client. In the case of court or administrative proceedings, the time frame for particular actions in connection with a service being provided will moreover be determined according to statutory time limits or time limits set by courts or authorities conducting the case in question.
  2. Where performance of legal services requires the provision of additional documentation or information by the Client or other persons acting on the Client’s instructions, and that documentation or information is beyond the scope of the materials provided by TKP’s Client at the time a quote is given, the Parties will agree upon time frames for provision of additional material on a case-by-case basis via means of electronic communication. The agreed upon time frames may cause extension of a time frame and performance of the agreement. In such a case, the Parties will agree on a case-by-case basis on the impact that the requirement and time frame for providing additional documents or information might have on the time frame for performance of the agreement and the agreed upon price.

4. Persons performing legal services

  1. Legal services will be provided by a team of lawyers who specialize in the field of law concerned. The members of the team will be determined on a case-by-case basis by TKP, to ensure that the assignment in question is performed in the proper manner. Administrative work related to legal services may be dealt with by persons who do not hold legal qualifications.
  2. If required due to the nature of the legal services provided, in particular if the services involve representing the Client before common courts, public authorities, or other institutions, the Client is required to grant power of attorney in writing to attorneys-at-law or patent attorneys specified by TKP, depending on the assignment.
  3. When providing legal services, TKP may use external service providers, in particular foreign lawyers, experts in a particular field of law, technical consultants, financial advisers, translators, and accountants. TKP will ensure that the services it provides using external service providers are of the proper quality.

5. Cooperation and information provided by the Client

  1. Legal services will be performed according to facts as presented by the Client and based on documentation provided by the Client. TKP does not have an obligation to verify that information provided by the Client is correct or complete.
  2. The Client will deliver to TKP, in the time frames specified by TKP, full documentation and information in the Client’s possession, where there are reasonable grounds for providing that documentation and information for TKP to perform the agreement properly. If proper performance of an assignment requires separate power of attorney for trial proceedings to be granted to a TKP attorney-at-law, the Client has an obligation to grant that power of attorney.
  3. The Client has an obligation to cooperate with TKP to the extent necessary to perform an assignment, in particular by providing explanations and documentation and covering essential court filing and administrative fees. TKP cannot be held liable in cases where damage is caused due to the Client not observing the obligation to cooperate.

6. Billing policies

  1. Policies regarding billing for legal services are specified in detail in the agreement on a case-by-case basis. The agreement will specify in particular the adopted fee model and amount or method of calculation of the fee. TKP commonly employs three fee models: an hourly rate, an hourly rate subject to a fee cap, and a fixed fee. The model of an hourly rate subject to a fee cap and fixed fee model apply when, based on information and documents provided by TKP, the time required and other expenses relating to TKP’s services can be estimated. 
  2. If the hourly rate model is applied, the fee is calculated as the hourly rate multiplied by the actual time spent performing services by TKP employees and external service providers, counted in fifteen-minute increments
  3. Under the hourly rate model, the Parties may also stipulate in the agreement a cap on the fee calculated at an hourly rate in connection with a particular assignment.  
  4. Time recorded in an hourly rate billing system is time spent on the assignment by TKP employees and external service providers, including time spent working directly on drafting 
    a particular document, opinion, commentary, report, or other document relating to the assignment, as well as time spent on telephone calls, verbal consultations, time spent devising concepts for solutions and analysis of legal provisions, and time spent analyzing the standpoint of scholars and case law.
  5. With the Client’s consent, a fixed fee or cap on a fee billed at an hourly rate may be increased in cases of workload exceeding that originally envisaged, due to incomplete information being provided by the Client regarding the case at the time a quote is given. In addition, the Parties may provide for specific situations in the agreement that trigger an increase of a fixed fee or lifting or modification of an agreed fee cap specified for the hourly rate billing model.
  6. Unless the agreement with the Client provides otherwise, fee amounts are given as net amounts, and the established time limit for payment of an invoice is fourteen days. Fee amounts are subject to VAT at the currently applicable rate.
  7. Under the hourly rate model, invoices are issued monthly on the basis of statements produced by TKP, stating actions performed and time spent on an assignment. The statement is delivered to the Client with the issued invoice. Prior acceptance by the Client of the statement is not required for TKP to issue an invoice.
  8. If the Parties adopt the fixed fee model, TKP is not required to produce and deliver a statement of the actions or assignments performed for the Client.
  9. VAT invoices shall be issued by TKP in the form of structured invoices via Krajowy System e-Faktur (hereinafter referred to as “KSeF”), in accordance with the applicable provisions of law, subject to the exceptions set out in points 6.11. and 6.12. below. Attachments to VAT invoices may be sent electronically from the following e-mail address: sprzedaz.fv.tkpiw@traple.pl to the Client’s e-mail address indicated in the Agreement (hereinafter referred to as the “Client’s E-mail Address”), or, if no such address has been indicated, to the e-mail address used by TKP for ongoing communication with the Client. Each e-mail message shall specify the VAT invoice number assigned by KSeF.
  10. Any sending of a VAT invoice document electronically to the Client’s E-mail Address shall be understood solely as sending a visualization of the VAT invoice and shall be for informational purposes only. Such visualization shall not affect the date of issuance, making available, delivery or receipt of the VAT invoice. For the avoidance of doubt, the date of issuance and making available of the VAT invoice shall be deemed to be the moment the invoice is assigned a number in KSeF. Furthermore, sending such visualization shall not affect the running of the payment due date or any other deadlines.
  11. In the event of temporary unavailability of KSeF, TKP may send VAT invoices issued outside of KSeF in electronic form to the Client’s E-mail Address, in accordance with the generally applicable provisions of law regarding emergency procedures. In such case, the date of issuance and delivery of the VAT invoice shall be determined in accordance with the generally applicable provisions of law regarding emergency procedures.
  12. If the Client is a foreign entity or a natural person entering into this Agreement for purposes not directly related to their business or professional activity (a consumer), or if, pursuant to the provisions of the Act of 11 March 2004 on Value Added Tax, any other circumstance occurs which results in the necessity to issue and send a VAT invoice outside of KSeF, then, subject to the Client informing TKP in advance and TKP confirming that the relevant transaction is not subject to the mandatory KSeF regime, VAT invoices shall be issued and sent by TKP in electronic form to the Client’s E-mail Address.
  13. In the event of any changes to the applicable laws governing KSeF, the Parties shall adapt the invoicing process to comply with such changes, without the need to execute an amendment to this Agreement.
  14. The Client will cover by itself administrative and court filing fees and external translation costs where required for the performance of services for the Client. In addition, the Client will cover legitimate, additional costs connected with providing legal services, in particular, business travel expenses when travel is requested by the Client to locations other than TKP’s registered office or its Warsaw office.
  15. Payment for services must be made by wire transfer to TKP’s bank account stated on the VAT invoice. The Client will cover all wire transfer charges (OUR cost option). Fee amounts or expenses in exchangeable currency will be converted into PLN at the mid-rate of exchange announced by the National Bank of Poland on the last business day falling immediately prior to the tax obligation arising.

7. Security in electronic communication and storage of documentation

  1. Communication with the Client relating to legal services may be conducted by means of electronic communication. TKP will take care to ensure an appropriate level of security for its systems, in line with professional ethics and the data protection obligation. The Parties are aware of and accept the risk connected with online communication, in particular the role of intermediaries, i.e. electronic service providers, in transmitting that information, and the possibility of unauthorized interference in transmission of information due to cyberthreats.
  2. The Client declares that it has reviewed point 7.1. above and agrees that TKP may provide legal services by means of electronic communication.
  3. Documents sent electronically may be encrypted at the Client’s express request.
  4. TKP will store the Client’s documentation as required by law, including data protection law, and in accordance with bar association rules.

8. Conflict of interest

  1. TKP may decline to provide legal services in cases of conflict of interest. TKP will conduct a conflict of interest check, and, if such a situation arises, take measures required under bar association rules.
  2. In the event that any of TKP’s attorneys-at-law has a conflict of interest with respect to the Client, the Client hereby agrees to provide legal services, provided that:
    • information possessed by the attorney-at-law in question of the affairs of another Client or persons for whom he or she has previously performed professional activities does not give an unjustified advantage over the Client;
    • TKP will provide organizational and technical solutions to ensure the protection of professional secrecy, preventing the use of information from cases with a conflict of interest;
    • an attorney-at-law engaged in the provision of legal services is not representing the Client in case the Client's opponent is also his client in any case.

9. Non-disclosure

  1. TKP will keep strictly confidential information, documents or data concerning the Client’s business operations, provided by the Client in connection with performance of this agreement, in particular technical, technological, organizational, financial, legal or other information of commercial value, and information obtained due to analysis or processing of provided information, except information:
    • that is in or enters the public domain in any way without breach of this clause on the part of TKP; or
    • that TKP obtains from a source other than the Client without breach of any confidentiality obligation by TKP or that source; or
    • that TKP discloses with the Client’s prior written consent.
  2. TKP will observe confidentiality of the Client’s confidential information described in point 9.1., and in particular will employ the same safety measures and the same safeguards with respect to that information as those employed by TKP for its own confidential information.
  3. TKP may disclose confidential Information to TKP employees, external service providers, or partners, and parties described in point 4.3. above, for whom that information is essential to perform this agreement, provided that those persons are bound by a non-disclosure obligation and other appropriate measures are taken to ensure that they keep the provided information confidential.
  4. If TKP obtains a judgment or decision issued by the competent court, authority conducting pretrial proceedings or a public authority, ordering disclosure of confidential information of the Client in whole or in part, TKP will do the following, where permitted by law:
    • immediately notify the Client of that order and the relevant circumstances;
    • take, at the Client’s request, measures permitted by law to decline to comply with the order or reduce the scope of that order.
  5. Exercise by TKP of rights described in point 1
  6. 2.1. is not a breach by TKP of its non-disclosure obligations.

10. Liability

  1. In connection with the provided legal services, TKP has an obligation of due diligence that follows from the nature of the services performed. TKP is liable for failure to perform or improper performance of the agreement, but is not responsible for the outcome of a case or achieving a specified result. TKP’s compensatory liability for lost profits is excluded, except in cases of deliberate fault on the part of TKP.
  2. TKP cannot be held liable for the consequences of its actions or failure to act with regard to performance of the agreement, including for default, if due to failure by the Client to provide TKP with required documents and information in a timely fashion, or due to TKP not being informed of those facts and circumstances that are related or may be related to the assignment, regardless of whether TKP requested them, of which TKP could not have known while exercising due diligence.
  3. Except in cases of deliberate fault on the part of TKP, TKP’s liability is limited to the value of the fee obtained under a particular agreement with the Client during the last twelve months, but not exceeding the insured sum specified in point 10.7. below. The Client waives the right to raise claims regarding the legal services described in the agreement with TKP directly against specific individuals involved in performing a particular service.
  4. The Parties cannot be held liable for failure to perform or improper performance of the agreement, where this is caused by force majeure, force majeure being understood to mean any external, extraordinary, unforeseeable events such as disasters, fire, flooding, explosions, terrorist attacks, war, and actions of a state government that directly prevent performance of obligations provided for in the agreement.
  5. TKP cannot be held liable for decisions made independently by the Client, unless resulting from incorrect (meaning contrary to currently applicable law) advice given by TKP.
  6. TKP cannot be held liable for events resulting from improper actions or delay on the part of institutions such as courts or public authorities, or impediments and irregularities in the functioning of state and court digital systems designated for serving the public.
  7. TKP declares that as at the time of conclusion of the agreement, it holds third-party insurance of an insured sum of no less than PLN 10 million. TKP can provide a copy of the insurance policy at the Client’s request.

11. Personal data

  1. The Parties hereby confirm that TKP acts separately from the Client in the role of a controller as defined in article 4(7) of 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 (GDPR) with regard to personal data processed in connection with TKP’s services.
  2. For detailed information about policies on TKP’s processing of personal data of the Client’s contact persons, please go to http://www.traple.pl/polityka-prywatnosci/.

12. Final provisions

  1. Unless the agreement provides otherwise, the Client gives consent to the informing of TKP’s clients and prospective clients that it has been retained by the Client while keeping the specific nature of the services confidential, when presenting TKP’s track record, and to use of the Client’s name and logo in this regard in information packs, as well as opinions, comments, references or recommendations received from the Client for this purpose.
  2. Each Party may serve notice of termination of the agreement for convenience subject to a two-week notice period, and subject to the obligation to pay for completed services and conclusion of ongoing activities in a manner that is safe for the Client.
  3. The relationship between the Client and TKP must be based on trust. Loss of trust may be grounds for termination of a power of attorney by a lawyer performing services for the Client under the agreement, while the obligation to pay for completed services remains. Loss of trust can occur in particular if material facts in a case that impact the legal evaluation of the Client’s situation are concealed from TKP, or TKP is misled with regard to facts of that kind.
  4. If the business relationship comes to an end in the cases envisaged in points 12.2 and 12.3 above, TKP’s fee will be charged according to the statement and time spent working for the Client in the most recent reference period leading up to the moment the business relationship came to an end. If work was performed for the Client according to a fixed fee model, the fixed amount of the fee is the maximum amount that the Client can be charged due to the business relationship coming to an end, for the reference period concerned.
  5. If disputes arise under the agreement and are not resolved amicably, the court proper to hear the dispute is the common court proper for the location of the registered office of TKP.
  6. Polish law applies in any unregulated matters.
General terms and conditions for the provision of legal services_TKPPobierz