1. Assignments can be performed most effectively if the Client immediately informs Sorainen of all related facts and other relevant information.

2. The list of Sorainen professionals and other staff who may be involved in performing assignments can be found at at www.sorainen.com. Sorainen may also involve other legal and tax professionals and advisers (eg interim/contract lawyers or other legal subcontractors) not mentioned in the said list to fulfil the Assignments.

3. A work is considered as accepted and conforming to the Client’s requirements after 14 days from delivery, unless the Client informs Sorainen of its reasonable comments or objections during this term. All intellectual property rights remain with Sorainen.

4. Sorainen may revise hourly rates annually or otherwise. Fees are mainly based on time spent (including necessary travel and waiting time) on the Client’s assignment, billed in units of 1/10 of an hour. Reasonable expenses directly related to the assignment (eg travel, accommodation, communication) are charged separately. Rates may be additionally increased if due to the Client the work has to be done at short notice. In disputes, part of legal fees might be recovered from the opponent, however the Client may have to pay the other parties’ costs if the dispute is lost. Sorainen applies an administrative fee amounting to 2% of the total legal fees to cover the costs associated with administering legal services.

5. Invoicing is monthly (unless agreed or Sorainen decides otherwise) by e-mail and without signature. Payments are due within «InvoicePaymentDays» days. Late payment interest of «InterestRate»% per annum applies. Sorainen may choose to transfer any claim related to payment of Sorainen invoices to debt collection service providers. The Client consents to disclosure of information and documentation to third parties for debt collection purposes. Bank transfer fees as well as expenses related to debt collection are compensated by the Client. If the Client requests Sorainen to invoice any amount to another person, the Client remains liable for full payment of any such amounts.

6. The Agreement involves personal data processing of natural persons (representatives, employees, etc.) transferred by the Client to Sorainen for the purposes of this Agreement. This includes personal data of the Client himself/herself when the Client is a natural person. Detailed information on personal data processing is provided in www.sorainen.com/privacy-notification. Personal data received by Sorainen from the Client constitute part of legal professional privilege and are protected according to the requirements applicable to such information. Sorainen shall rely on Article 14(5)(d) of General Data Protection Regulation (EU) 2016/679 to be exempt from notifying third parties of personal data received from the Client.

7. The Client confirms that the Client acts on its own behalf and for its own benefit with regard to both the services indicated under the clause “Assignment” above and the future assignments provided under this Engagement Letter. Where the Client acts on behalf or for the benefit of another person, the Client undertakes to notify Sorainen on the latter and to provide all relevant information and documentation about the actual beneficiary of the Sorainen services as may be requested by Sorainen (a separate engagement letter may be also required).

8. Sorainen aims to protect its IT systems and electronic communication technologies which may also include cloud-based services and other solutions (“ICT solutions”). Sorainen is not liable to the Client if ICT solutions used by Sorainen are accessed, intercepted, changed or destroyed by unauthorised third parties.

9. Without the Client’s explicit consent, Sorainen cannot provide legal advice to the Client’s opponents in the same matter in which Sorainen consults the Client. The Client explicitly agrees that Sorainen may from time to time (including the term of the Engagement Letter or in the course of performance of Client’s assignments and thereafter) provide legal advice on unrelated matters, also represent or defend the clients whose interests may misalign or conflict with the Client’s interests.

10. Future services will be provided to the Client upon receipt and acceptance by Sorainen of a new assignment and may be subject to Sorainen hourly rates applicable at the time or other indicated rates. Sorainen may decline to perform an assignment if direct or indirect conflict of interest exists, or if the assignment is outside its competence, or for other reasons.

11. Sorainen is liable only to the Client and is liable only for direct loss, except for cases of intentional misconduct. Any liability of Sorainen (including its professionals, other staff or legal subcontractors as per item 2 above) in relation to this Assignment, as well as any future assignments, is insured and limited to five times the amount of the fees invoiced by and paid to Sorainen for the performance of a respective assignment. In any event liability of Sorainen in front of the Client may never exceed EUR 1 million in total. Sorainen is not liable for any claim relating to any assignment that is brought after expiry of three years from the date when the respective advice/service was provided. Sorainen is not liable for services of third party subcontractors or other services or supplies outsourced in relation to the Client’s assignments (eg notaries public, bailiffs, translators etc).

12. The Engagement Letter enters into force upon signing and terminates automatically 6 (six) months after the last assignment hereunder. If further assignment is given by the Client after automatic expiry hereof, the Engagement Letter is considered automatically reinstated if Sorainen accepts such assignment, unless a new engagement letter is proposed by Sorainen.

13. Either party may terminate the Engagement Letter and any assignment at any time by giving notice (including by e-mail or letter) containing reasons for termination. Termination is permissible without advance notice upon suspicion that the business relationship may be linked to money laundering or terrorist financing.

14. Sorainen may suspend performance of assignments if the Client does not make payments in time or does not cooperate or in other cases prescribed by law. On termination, the Client pays all fees and expenses incurred up to the date of termination as well as fees and expenses related to termination. Until payment, Sorainen may retain assignment-related documents and other property, which Sorainen holds for the Client, including funds in the Client’s account. Work requested by the Client in relation to an agreed assignment following its completion or outside the scope of the agreed assignment may be charged separately at standard rates or as otherwise agreed with the Client.

15. The Engagement Letter and Terms also apply to other Sorainen offices in Estonia (Advokaadibüroo Sorainen OÜ), Latvia (Sorainen ZAB SIA) and Lithuania (Advokatų kontora Sorainen ir partneriai). References to “Sorainen” will be interpreted respectively. The hourly rates of these other offices may differ from the rates set out here.

The Sorainen office responsible for the Assignment is agreed under the clause “Assignment” above. Other Sorainen offices are not responsible for the Assignment and may not be held liable for this unless there is an explicit agreement between the respective office and the Client.

16. Any dispute, controversy or claim arising out of or relating to this Engagement Letter or to breach, termination or invalidity of this Engagement Letter are resolved by arbitration in accordance with the Rules of Arbitration of the Arbitration Court of the Latvian Chamber of Commerce and Industry (LCCI), in Riga, Latvia, by one arbitrator, in the English language. Sorainen may choose to submit any claim related to payment of invoices to the court of the location of the Sorainen office which issued the invoice.

17. This Engagement Letter is governed by the laws of the country where the Sorainen office that was primarily in charge of the respective assignment is located, including the applicable rules and ethical norms of the local bar association, including the duty of confidentiality towards the client, the client's assignments, as well as the very fact of giving the assignment.