General terms and conditions of contracts for the provision of legal advisory services

1. General provisions

1.1 The term „G5S Cooperant” Is understood as a person practicing a freelance legal profession or associated with the provision of legal advisory services, relatively legal or accounting services, cooperating with other persons with similar qualifications as part of the G5S Marketing Project (Further: “G5S”) Located in Kraków, Józefitów Street 10/7.
1.2 The “Customer” is a natural person, legal person or an organizational unit without legal personality, for which the G5S Cooperant provides legal consulting services, relatively legal or accounting services pursuant to the provisions of a separate agreement concluded between the G5S Cooperant (which term means also two or more cooperants acting jointly) and a customer, in accordance with the provisions of these general terms and conditions.
1.3 These general terms of contracts for legal advisory services provision constitute the only terms of providing legal advisory services, relatively legal or accounting services, apliccable to agreements made by a G5S Cooperant and expressly exclude the application of the customer’s analogical terms and conditions and any other documents issued by the customer with regard to the contract with G5S Cooperant.

2. Scope and mode of providing services

2.1 G5S Cooperant provides legal advisory services, relatively legal or accounting services („Services”) on the basis of the contract with the customer and “general terms and conditions of contracts for the provision of legal advisory services” (“General terms of services”). The detailed scope of services is defined every time in the contract with the customer (“Contract”). Activities as part of the provision of services may also be performed by persons employed by a G5S Cooperant or his associate (Further: “Personnel”).
2.2 The scope of the power of attorney of the G5S Cooperant to act on behalf of the customer is every time defined by the content of the contract with the customer. If the scope of power of attorney is not defined in the contract, it is understood that the customer provides a power of attorney in the general scope.
2.3 The parties agree that the conclusion of this contract is not equivalent to granting the G5S Cooperant an exclusivity for the provision of legal advice by the customer.
2.4 The parties agree that the G5S Cooperant provides services on his own behalf as an independent service provider and therefore he does not act as an agent or authorized representative of third parties. no provsion in this agreement shall create an employment or agency between the G5S Cooperant or his employees and a customer.
2.5 G5S Cooperant has the right to conclude an agreement with a third party for the performance of his obligations under the contract. The parties agree that G5S cooperant will not be obliged to notify the customer about the subcontractor and his office.
2.6 G5S Cooperant is not obliged to update his advice in connection with any changes in the legislature or practice, unless he has committed to it in writing.
2.7 The parties agree to exchange correspondence and provide information, including materials, also by e-mail. The parties do not guarantee that the integrity of such e-mail will always be preserved, or that these messages will be free of computer viruses and will not be intercepted or distorted. None of the parties shall be liable for any damage that an electronic message may cause to the recipient’s systems or data. In particular, the parties shall not be liable for incorrect or incomplete transmission of information contained in the electronic message. G5S Cooperant will use best efforts to ensure that his electronic messages will not cause the above-mentioned problems.

3. Remuneration for Services

3.1 G5S Cooperant’s remuneration for the provision of services shall be calculated on the basis of actual time spent by the Cooperant or members of his staff on commissioned issues, multiplicated by the relevant hourly rate specified in the contract. The amount of the hourly rate depends on the person providing the service: the Cooperant or position or qualification of his staff providing services for the customer. THE PARTIES MAY ALSO SET THE WEIGHTED AVERAGE RATE INSTEAD OF INDIVIDUAL HOURLY RATE. THE CURRENT RATES SHALL BE SPECIFIED IN THE CONTRACT. The parties may agree that the performance of the services is payable in advance.
3.2 G5S Cooperant shall make every effort to ensure that the remuneration is appropriate to the scope of the work performed, at the same time keeping the high quality of the services provided. In particular, G5S Cooperant will apply the procedure as provided below to ensure the customer control of remuneration for the ordered services:
• In case it is possible to determine the scope of work related to the performance of the services, the remuneration of the G5S Cooperant may be expressed by a fixed amount in advance;
• If it is not possible to determine the scope of work and estimate the amount of remuneration, the sum of the remuneration shall be documented by monitoring the working time of the Cooperant and members of his personnel on commissioned issues;
• G5S Cooperant will inform the customer about the amount of the remuneration, and the possible additional remuneration exceeding the amount set previously will be agreed by the G5S Cooperant and the customer before undertaking further work;
• Will periodicially issue invoices including description of performed services.
3.3. Should G5S Cooperant bear costs or expenses (such as the cost of travel, accommodation, expertise, translation, costs of court or tax fees, etc.) in connection with the performance of services, they shall be charged to the customer in the amounts expended by the G5S Cooperant. The remuneration shall be increased by the due tax on goods and services (vat), if required by applicable law. Remuneration shall be paid in złoty (pln). If an equivalent in eur or in usd is agreed, the average euro or us dollar exchange rate announced by the national bank of poland on the invoice issue date shall be applied. Invoices for remuneration or costs are payable within 14 days from issue, on the G5S Cooperant’s bank account indicated on the invoice.

4. Customer’s obligations

4.1 The customer declares that the conclusion of the contract and the provision by the G5S Cooperant for the customer of certain services does not require, according to the law or other rules relating to the customer, any prior consent of the customer’s governing bodies, subject to 4.2. If such consent is required, the customer hereby declares that the above consent has been obtained. The customer assumes liability for possible damage suffered by the G5S Cooperant should the customer’s statement contained in the previous sentence be false.
4.2 In case where by law or other rules relating to the customer providing certain services by g5s cooperant requires a prior consent of customer’s bodies or other persons, the parties agree that the contract for the provision of such a service between the G5S Cooperant and the customer shall give legal effects under the suspensory condition, that the customer will present to the G5S Cooperant in writing the approval of the competent authority or a third party to provide such service by the G5S cooperant for the customer. G5S Cooperant shall not be liable for non-performance of the service should he not receive the mentioned written consent within the required deadline.
4.3 The customer is obliged to provide, at the appropriate time and in the required form, all documentation, information and data necessary to perform the services provided under the contract. In particular, the customer shall provide the g5s cooperant by e-mail, fax or courier with any official letters from the relevant offices immediately after receiving them. The Cooperant will act in trust in the above materials received from the customer and shall not be liable for the non-performance or improper performance of the services if the damage resulted from the fact that the customer has provided false information or materials or did not provide the required information and documentation correctly and in the appropriate time.
4.4 Any receivables arising from the performance of the contract between the G5S Cooperant and the customer, both primary and secondary, cannot be transferred to a third party in any way, and in particular: they may not constitute the guarantee for the performance of other obligations, they may not be set-off, they cannot be renewed or compensated, and they cannot be the subject of transfer, without written consent of the g5s cooperant under pain of being declared null and void.

5. Confidentiality, intellectual property rights

5.1 In accordance with the standards for providing legal advisory services by G5S Cooperants, all information relating to the customer’s matters (“Information”) obtained by them shall be handled with strict confidentiality. G5S Cooperant shall not use the information for purposes other than those for which it was provided according to the contract and for the purpose of its performance (in particular, in judicial, judicial-administrative, administrative, tax and other proceedings). This does not apply to the following cases:
• When G5S Cooperant or his personnel or his contractors are obliged to provide information in accordance with Polish law or another applicable law or regulations on standards of professional conduct or other rules;
• When information were or will be published in a way other than by breaching the confidentiality obligation;
• When information is known or disclosed from other sources without restrictions regarding their disclosure.
5.2 Unless otherwise agreed in detail, the provision of services to the customer should not be considered as confidential information and the G5S cooperant may disclose this information to other customers, potential customers and third parties.
5.3 G5S Cooperant have copyright to all materials (in the meaning of article 5.1) created by the G5S Cooperant and his personnel as part of the provision of services.

6. Confidentiality

6.1 Reports, letters, procedural documents, legal memorandums, correspondence, electronic correspondence, information (including information on the business contacts between G5S Cooperant and customer) and recommendations given by the G5S Cooperant to the customer (“Materials”) are forwarded with the reservation of their confidentiality, only for the customer’s use and for a given order and on condition that the customer acknowledges his obligation not to disclose materials or other confidential information shared with him to third parties (i.e. others than the addressee of the materials) without prior written consent of the G5S Cooperant, except, when their disclosure is required according to the provisions of Polish law or other applicable law, or regulations on standards of professional conduct or other provisions.
6.2 The customer may distribute copies of the materials in accordance with the confidentiality principles as part of the customer’s structures, and use the materials for the purposes for which they have been created in accordance with the contract. Distributing copies of materials outside the customer’s structures requires prior written approval of the G5S Cooperant.

7. Liability

7.1 G5S Cooperant is liable only for damages arising on the customer’s property, being a direct consequence of non-performance or improper performance of the services by G5S Cooperant and his personnel, if such damages were intentionally caused by the G5S Cooperant and his personnel. In case of damages caused by more than one factor, G5S Cooperant shall be liable only for damages directly caused by Cooperant’s non-performance of the contract. G5S Cooperant shall not be liable for any consequential or indirect damages or lost benefits or emotional distress in connection with the performance of the services.
7.2 Non-performance or improper performance of obligations resulting from the contract by G5S Cooperant or by customer for reasons independent from the G5S Cooperant or the customer (including for causes of force majeure) does not constitute a breach of the contract.
7.3 In the event of improper performance of the services by G5S Cooperant, the customer will be entitled to claim damages from the G5S Cooperant in an amount not higher than the remuneration actually received by the G5S Cooperant for the services, based on the invoices paid by the customer.
7.4 In the event on non-performance of the service by G5S Cooperant, the customer will be entitled to claim damages from the G5S Cooperant, in an amount not higher than remuneration agreed by the parties, which the G5S Cooperant would have been entitled to for performing his service, and in a situation where the parties did not agree on a specific amount of the remuneration – in an amount not higher than the amount of the average remuneration for a given type of cases in the voivodeship, where the G5S Cooperant has his office.
7.5 The customer agrees that any claims arising or relating to the provision of the contractual services shall be made only with respect to the G5S Cooperant and that no claims related to the services will be made with respect to the G5S Cooperant’s personnel, other entities cooperating with them, or to other persons engaged in the provision of contractual services (regardless of whether they are actual or implied employees, subcontractors or contractors of the G5S Cooperant).

8. Other provisions

8.1 Should any provision of the contract or the general terms of services be invalid, it does not infringe the validity of the other provisions. The invalid provision shall be replaced by the residual provisions of the contract or – accordingly – the general terms of services, or a provision of law the most fit for the purpose of the contract or – accordingly – for the general terms of services.
8.2 In the event of a conflict of contractual provisions with the provisions of the general terms, contractual provisions prevail.
8.3 In non-regulated issues, the provisions of Polish law and especially the Polish civil code apply, unless the parties decide differently. Such a disclaimer requires a written form and will be considered an integral part of the agreement.
8.4 Any disputes arising out of the contract shall be resolved amicably. In the event of no possibility of amicable resolution of the dispute, the dispute shall be resolved by the common court relevant for the G5S Cooperant’s office.
8.5 Any changes and additions to the contract or general terms of services require a written form for their validity. The contract and the general terms of services constitute the entire and single agreement between the parties with respect to the services and replace any prior statements, negotiations, agreements or contracts.