These conditions apply to all advice and all other services undertaken by DKCO Attorneys-at-law, hereafter DKCO, however only to the extent they are not in conflict with any specific terms agreed upon between DKCO and the client. If these conditions have been applied to previous commissions or if DKCO has referred to or applied these conditions in some other context, these conditions will apply to all subsequent commissions, regardless of whether explicit reference to these conditions have been made, unless otherwise agreed in writing. In addition to these general conditions, the Code of Conduct established by the Finnish Bar Association applies to all commissions. These conditions are subject to amendments by DKCO from time to time. The latest version of the general conditions is published at the DKCO website, dkco-law.com. Amendments in the general conditions only apply to commissions initiated after the amendments have been published at the website.
General Conditions
In general
DKCO is registered in the trade register held by the Finnish Patent and Registration Office with business-ID 0884073-3. The VAT-number is FI08840733.
DKCO is supervised by the Finnish Bar Association. The contact information to the Finnish Bar Association is:
Finnish Bar Association
PB 194 (Simonkatu 12 B)
00101 Helsinki
Phone +358 9 6866 120
info@asianajajaliitto.fi
Work methods and commission
The attorneys and associates usually work in teams in order to provide the resources and knowledge needed to perform a specific commission as effectively and with as high quality as possible. During the course of the commission changes may be done in the working team and the resources allocated to the commission. External advisors, consultants and experts may be consulted if needed, however always subject to a prior separate agreement with the client.
An attorney is appointed to care for the overall client relationship between You and DKCO. His/her task is to guarantee the best possible understanding of Your business and to develop the relationship between You and DKCO. DKCO also appoints an attorney responsible for the work performed in each separate commission. This attorney may be the attorney in charge of client relationship or another attorney with the specific competence required in the commission.
DKCO accepts the commission as a commission for DKCO and not as a commission for a specific attorney. This applies even if it is Your explicit or implicit intention to have the commission performed by one or several specific individuals. All DKCO attorneys, lawyers and other staff involved in the commission undertake the commission in compliance with these conditions. These staff members do not have any personal responsibility towards You, unless stipulated by mandatory provisions. The commission is therefore a contract between You and DKCO and not between You and any individual connected to DKCO.
All issues in a dispute, business transaction or business project are considered as one (1) commission, even if they involve several individuals or entities, several areas of law or if the issues are handled by different attorneys within DKCO or if different invoices are issued.
DKCO’s advice is tailored for the commission and the circumstances that have been presented to DKCO. Therefore it is not possible to use the advice or rely on the advice for any other purpose, than for which it was supplied. The advice is also tailored to guide You, and consequently not designed for any of Your associated partners, unless otherwise expressly agreed with DKCO. If not otherwise agreed between You and DKCO, the counselling does not include taxation issues or commercial or profitability aspects.
DKCO’s advice is based on Finnish law, unless otherwise agreed prior to commencement of the commission.
If not agreed otherwise, DKCO will not make any independent verification of the information provided to DKCO for the commission. If not agreed otherwise, DKCO will assume that the information and material provided is correct and complete and that no relevant information or documentation has been withheld. Without any delay, DKCO must be informed about changes in such provided information and material. The advice given by DKCO in the commission only refers to Finnish and Ålandic legislation, and hence no other jurisdiction, unless otherwise explicitly agreed. If and to the extent that DKCO provides general advice on the legislation in other jurisdictions, it is only within the scope of DKCO´s general experience of legal issues in such jurisdictions, unless otherwise expressly agreed. Such statements are not to be considered as legal advice. However, when needed DKCO will assist You to obtain legal advice from a legal service provider within the foreign jurisdiction.
Unless otherwise agreed, all information provided by DKCO in draft versions of our documents is provisional and subject to the wording of the final versions of such documents.
The work product of DKCO and advice in the engagement are rendered on the basis of the law at that date. Unless otherwise agreed, we assume no responsibility and will not be held liable to update them pursuant to changes in the law after that date.
Client identification; suspicion of money laundering or terrorism financing
In certain engagements, DKCO is under a legal obligation to verify the identity and ownership structure of the client, certain entities and individuals affiliated to the client, and to retain satisfactory evidence thereof. Therefore, DKCO may ask You to provide such evidence of identity and other information. This verification is generally performed before undertaking the engagement. New clients may also be asked for professional references.
DKCO is required by law to disclose suspicions of money laundering or terrorism financing to the FIN-FSA and the Financial Intelligence Unit. DKCO is prevented by law to inform You of such suspicions or if DKCO has made or is in contemplation to make such disclosure.
Provisioning of VAT-number
When rendering services to a client subject to reverse charge arrangements in the client’s European Union member state, i.e., in situations where DKCO is not required to charge VAT, DKCO is required by law to provide details of the client’s VAT number and the value of the services rendered on an European Community Sales List (a recapitulative statement) to the Finnish Tax Administration. Should You oppose the provisioning of these details, DKCO will not be able to assist You in Your commission.
Secrecy
The attorneys, lawyers and other staff of DKCO are bound by professional secrecy in accordance with the Code of Juridical Procedure, the Attorneys-at-Law Act, as well as the Finnish Bar Association’s Code of Conduct. DKCO will not disclose any information which is not public, unless the disclosure is a part of the commission or unless DKCO has obtained Your consent. If DKCO, when performing the commission, engage third parties such as advisers, consultants or experts, the information given to them is limited to information which is relevant for them to be able to perform the work on Your behalf.
Personal data and its protection
DKCO is handling certain data to perform the commission. In the context of some commissions, DKCO is forced by law to obtain and keep evidence and certain documentation concerning its clients’ identities, representatives and ownership, in order to prevent money laundering and financing of terrorism. In some cases DKCO is also obligated to verify the origin of its clients’ funds and other assets, and to verify if the client is a politically exposed person. Therefore, DKCO may ask You to provide documentation on Your identity, Your company or on any other person connected to the commission. Such a request may be done before a commission is initiated or during the course of the commission. If You do not comply with such a request, DKCO might, according to mandatory provisions and the professional Code of Conduct, be forced to immediately resign from or terminate the commission and relationship with You. DKCO may also be forced to disclose information to the authorities, when this is prescribed by law. More information on how DKCO is handling personal data can be found in the privacy policy, which can be found at www.dkco-law.com. The terms of the privacy policy are, where relevant, integrated in the general conditions.
Publicity and marketing
Unless otherwise agreed, DKCO reserves the right to use Your name and a brief summary of the commission, in offers to other clients and in information given to legal catalogues, databases and webpages. In transactions and similar commissions, You accept that DKCO may publish when the transaction/commission has become publicly known and inform about DKCO acting as Your legal counsel in the commission in its marketing material or on its website. Information about the transaction only contains information that is already publicly known. If DKCO has any reason to believe that You may react negatively to such publication, DKCO will obtain Your prior consent.
Documentation and copyright
DKCO’s documentation is both physical and digital. When a document is received by DKCO, it is digitized and stored in our digital database.
Documents in original, and documents that can not be stored electronically due to law or other regulation, will be stored physically and will be returned to the client when the commission is completed, has ended or when otherwise necessary. Unless otherwise agreed, DKCO will send all original documents to You when the commission has been completed. DKCO will retain copies of the documents for its own filing.
DKCO owns the copyright and other intellectual property rights to the results of the work performed by DKCO in a commission. Naturally, You are entitled to use the results for the purpose or purposes for which the work has been performed. DKCO appreciates if You will not disseminate such work or use it for marketing purposes.
Fees and invoicing
Unless otherwise agreed, the following factors determine the fees:
a) The skill and experience that the commission necessitates
b) The results achieved
c) The time consumed
d) The value represented by the commission
e) Possible risks for DKCO, and
f) The time pressure during the commission
DKCO’s fees are harmonized with the rules on remuneration of the Finnish Bar Association.
In addition to the fees, costs for travel, accommodation, and other expenses may be invoiced to You. DKCO will pay costs for Your expense and then invoice them to You afterwards. Alternatively DKCO may ask You to pay such costs in advance or forward the invoice to You for payment. If the fees are significant, DKCO has the right to payment in advance, provided that the fees are necessary for pursuing the commission.
DKCO applies monthly invoicing. If requested, DKCO can provide You with regular information on the fees accumulated. All fees will be charged in EUR. Unless otherwise agreed, the payment condition concerning invoices from DKCO is ten days. DKCO applies interest on overdue payment according to the Interest Act.
If You ask DKCO to address an invoice to someone else, DKCO may meet Your request only if it is evident that the arrangement will not violate applicable law, that necessary identification procedures have been complied with and that You, on demand, will promptly pay any amounts which have not been paid by the due date. DKCO will not assume any client relationship with any such addressee.
If You are entitled to insurance indemnity to cover all or part of DKCO’s fees, You are nevertheless responsible to ensure that DKCO’s fee is paid in the amount and at the rate it is charged and matures. Insurances do not always cover VAT and normally have a significant deductible and a maximum amount.
If Your insurer advances or pays part of the fees on account, such payment is deducted from DKCO’s claims only at the time of the actual payment. DKCO reserves the right to issue an on-account invoice for its fees. If this occurs, the final invoice for the commission is to specify the total fee, at which point the fee You paid on account will be deducted.
Should the engagement involve a dispute, the losing party may be ordered to pay – wholly or partly – the costs of the winning party (including legal fees). Irrespectively of You being the winning or losing party, You must pay the fees and remuneration for DKCO’s work and reimburse DKCO for the expenses incurred in accordance with these general terms and conditions.
DKCO reserves the right to request an advance, both prior to a commission and during on-going work. DKCO’s right to an advance payment remains in force during the commission. The advance will be used to settle future disbursements and invoices. Normally advance payments are deducted from invoices when a commission is completed. As an attorney normally is unable to request an advance that is greater than the expected fee, DKCO’s final fee will usually be higher than the amount advanced. A request for an advance shall not be considered a price estimate or a limitation of the fee.
DKCO constantly aspires to provide legal services for attractive fees. At Your request, DKCO will give You an estimate of the fees for the commission prior to its commencement. DKCO can also, if and to the extent appropriate and possible, agree on a budget or another arrangement for the assignment. For defined and less extensive commissions, where time required can be estimated in advance, a quote can be provided under certain specified conditions.
DKCO reserves the right to revise its fee estimate, budget or other price arrangement when DKCO has reason to believe that the estimate is no longer accurate or if the objectives are no longer attainable. All amounts are stated net of VAT.A fee estimate, budget or price arrangement shall not be interpreted as a binding offer.
Limitation of liability
DKCO´s liability is limited to final written performances. DKCO is not under any circumstances responsible for oral comments or draft documents, neither for course materials, newsletters or similar materials which are not connected to a specific commission. If You wish to act based on an oral statement, please notify us in order for us to formulate a written and tailored performance to You, on which You can rely. The limitations of liability terms presented in the general conditions are applicable to the performance of DKCO’s partners and other staff, as well as to the performance of former partners and former staff, regarding any damage or loss that You may have suffered.
Unless the engagement specifically includes the rendering of tax advice, DKCO shall have no liability to You for any loss or damage suffered by means of tax or tax surcharges being imposed or risk being imposed on You as a result of DKCO’s services.
DKCO can not guarantee the outcome or result of a commission.
The maximum liability of DKCO, its partners and staff for damage caused to the client, is limited to direct economic damages, caused by fault or neglect. Our liability is reduced by any amount You receive from insurance or other compensation You are entitled to. If the client has been advised by another advisor in the same case causing the client damage, DKCO’s liability shall be limited to its proportional part of the total damage.
If the commission includes taxation advice, DKCO’s liability shall in addition to the foregoing be limited to the amount of direct costs, such as delay charges and tax increase. DKCO is never responsible for the principal amount of tax You are charged. DKCO is not responsible for calculation errors in its advice on taxation issues.
DKCO is not responsible for loss of production or profits or for any other indirect damage, loss or consequential loss. DKCO shall not have any liability to third parties as a result of Your use of the documents or other advice from DKCO. Unless otherwise agreed, DKCO will not be liable if schedules are not kept, or if any part of the work can not be completed within the proposed time frame, or if DKCO is unable to start or continue its work because of circumstances outside its control.
The commission does not include business economic or profitability issues and therefore DKCO is not responsible for any decision on such an issue that You may make as a result of the legal advice from DKCO.
If DKCO at Your request agrees in writing that a third party may rely on the advice or a document drafted by DKCO and explicitly accepts responsibility also towards third parties, it should not increase or otherwise affect DKCO’s responsibility. DKCO’s liability towards such third parties is equal to its responsibility towards You. Any amount DKCO pays to third parties as a result of such liability, shall correspondingly reduce DKCO’s liability towards You. Even if DKCO has specifically agreed that third parties may rely on the advice or a document drafted by DKCO, DKCO assumes no counselling responsibility towards such third parties.
If DKCO terminates the commission or the relationship with You due to circumstances on Your account or if it is required by law or the code of conduct, DKCO assumes no liability for any damage the termination might cause. DKCO’s limitations of liability under these terms or under any separate agreement are applicable also to DKCO’s attorneys, lawyers and former staff.
The total liability of DKCO, its partners and staff towards a public or private legal entity or another client with a commercial commission, shall in any case be limited to and not exceed the minimum insurance amount of the liability insurance according to the by-laws of the Finnish Bar Association.
DKCO may, in addition to what is provided in these terms, apply special limits of liability for certain commissions or parts of them. Such limitations of liability will be communicated to You prior to the commencement of the commission.
Force Majeure
In the event of force majeure, DKCO has the right to delay, restrict, or suspend the fulfillment of its obligations arising from the assignment.
Force majeure shall mean any event which DKCO could not have foreseen at the time of entering into the assignment, the effects of which DKCO, acting with due diligence, could not have prevented or avoided, and which results in the fulfillment of DKCO’s obligations under the agreement becoming impossible, significantly more difficult or economically or otherwise unreasonable.
The following events constitute examples of force majeure: wars, internal unrest, sabotage, cyberattacks, explosions, fires, storms or other exceptional weather, general traffic or telecommunication interruptions, strikes or key personnel stoppages, lockouts imposed by employment organizations, actions by authorities, viruses or other pandemics or epidemics (incl. Covid-19), and other equally significant and unusual causes.
DKCO will notify You without delay upon the occurrence, or cessation, of force majeure events relevant to your agreement with DKCO.
DKCO is not liable for damages caused due to force majeure.
Other advisors
DKCO has a network of professional advisors in both Finland and Sweden as well as in the rest of the world and is willing to assist You if necessary to find and instruct such professional advisers. Such other professional advisers should be regarded as independent of DKCO and DKCO does not assume any responsibility for the advice from these advisors or for having recommended them to You. DKCO is not responsible for any fees or costs that such advisors may charge.
If DKCO instructs such other professional advisers on Your behalf, DKCO may assist You to require fee quotes or to agree on the fee You will pay for their services. DKCO takes however no responsibility for such offers or agreements.
Communication
Unless otherwise agreed DKCO may communicate with You through the Internet and via e-mail even though such communication involves security and confidentiality risks. DKCO does not accept any liability for damages incurred due to such risks.
DKCO appreciates if You inform the attorney in charge of Your commission in the event You do not want to communicate via the internet or by e-mail. DKCO’s spam and virus filters and security arrangements can sometimes filter out e-mails. Therefore, it is necessary to follow up important e-mails by means of a telephone call or by other suitable means.
Insider register
DKCO kindly asks You to provide information on whether You require DKCO to maintain an insider list, in order for You to fulfil Your obligations under the EU regulation no 596/2014 (market abuse regulation) and 2014/57/EU (market abuse directive) DKCO will provide You with a copy of the insider list at Your request, provided the request is made within five years and one day after the date of issue. You agree to keep the insider list secret and only to use it to fulfil Your obligations under the aforementioned rules. The client is responsible for notifying DKCO whether a specific set of data constitutes inside information. DKCO assists You, if necessary, to determine whether the information in the case is inside information.
DKCO undertakes to take all necessary measures to ensure that persons on the insider list are aware of the obligations this entails and the penalties for misuse and improper circulation of sensitive information that may influence prices.
DKCO Compliance – Terms regarding whistleblowing and other Compliance services
DKCO only offer compliance services to clients on the basis of written agreements. DKCO Compliance services are general in nature and only aims to enhance the client’s preventative risk management.
Liability and liability limitations
Information and advice that are offered within the framework of DKCO Compliance is not considered advice on specific questions, issues, or cases. The purpose of any information or advice given is to – when DKCO, at its own discretion, deems it necessary – highlight general risks for the client or the need for a certain action from the client. Any conclusions drawn from the information or advice that DKCO offers is the responsibility of the client.
The services that are offered within the framework of DKCO Compliance are by nature limited and only relates to the specific material that the client has supplied to DKCO, or material that has come to DKCO’s knowledge through a whistleblowing channel particularly identified by the client for the purposes of the services. DKCO does not perform any analysis or due diligence on materials not supplied in accordance with this paragraph. DKCO is not liable for potential defects, service interruptions or other faults or inconveniences in any whistleblowing channels identified by the client. Taking into account the limited information that is subject to the compliance services, DKCO is not liable for damages or delays caused by circumstances beyond DKCO’s control.
DKCO is not liable for any loss of profit, third party claims, loss of production, loss of data, loss of business, loss of goodwill, or any other indirect damage or loss. DKCO’s liability is thus limited to only direct losses and damages, provided that the client can show that DKCO the loss or damage is a result of a contractual breach on DKCO’s part. DKCO’s liability is further always reduced, in each case, by the aggregate amount that the client is entitled to collect from any insurance policy that the client has, could have taken, or in which the client is the beneficiary.
Right of withdrawal in Distance Selling
According to the Consumer Protection Act a consumer is entitled to withdraw from a contract which has been concluded by telephone, letter, e-mail, web-site or any other device that can be used for distance communication, within 14 days of receiving the confirmation. Nevertheless, the consumer is not entitled to withdraw from the contract if its execution has commenced with the consent of the consumer.
Termination of Engagement
You have the right to terminate our commission at any time by written notice to DKCO. You are obligated to pay the fees for services provided and expenses incurred prior to Your termination of the commission.
In accordance with the code of conduct established by the Finnish Bar Association, DKCO has the right to terminate the commission. According to these rules, DKCO can terminate the commission due to delay in payment. You are obligated to pay the fees for services provided and expenses incurred prior to the termination of the commission. You are committed to sign any documents needed for the termination of the commission.
Complaints, claims and liability insurance
DKCO’s business is based on the condition that its clients are satisfied with the way services are provided and that DKCO’s counselling meets and preferably exceeds the clients’ expectations. Nevertheless, if You are dissatisfied or have a complaint against DKCO You should notify the responsible attorney as soon as possible. If You want to make claims against DKCO You should do so as soon as You, after reasonable inquiry, have become aware of the circumstances on which You base Your claim (preclusion). Claims shall be made within twelve months after You become aware of such circumstances and in any event no later than twelve months after DKCO’s latest invoice or final notice/final account for the commission (contractual limitation). If Your claim against DKCO is based on claims against You from an authority of a third party, DKCO has the right to answer, agree on and settle the claim on Your behalf, provided that You are indemnified by DKCO. If DKCO is denied this right, DKCO has no liability for the claims against You. DKCO’s payment to You requires You to transfer the right of recourse against third parties to DKCO or its insurers.
DKCO is under the supervision of the Finnish Bar Association and You always have the right to complain to the Supervisory Board or the Office of the Chancellor of Justice to determine whether DKCO has complied with the code of conduct. Details on this procedure are available at the Finnish Bar Association’s website. DKCO has a liability insurance in compliance with the rules of the Finnish Bar Association.
Settlement and Collection of Debts
Any dispute arising from these terms and conditions or any matter concerning DKCO’s business-to-business commissions shall be settled ultimately by an arbitrator in accordance with the Arbitration Act (967/1992). The arbitrator shall be appointed by the Central Chamber of Commerce. The seat of arbitration shall be Helsinki and the language of management is Swedish. Consumers can pursue their claims in an ordinary court of law. Disputes about fees can be referred for decision to the Supervisory Board of the Finnish Bar Association.
However, DKCO always has the right to pursue its claims in court against You regarding overdue debts, or take other collection actions, such as applying for injunction to pay. DKCO has always the right to pursue its claims in the District Court of Helsinki. Confidentiality rules contain exemptions for the recovery of fee claim by the attorney. Default of payment can lead to the effect that information otherwise covered by confidentiality becomes public. Collection actions can not be performed without revealing Your relationship with DKCO.
DKCO is always entitled to commence proceedings against You for the payment of any amount due to DKCO in any court where You are domiciled or, alternatively, in the District Court of Helsinki, Finland.
Governing law
These general terms and conditions and all issues in connection with them, the engagement, DKCO’s work products and advice, shall be governed by and construed in accordance with the laws of Finland.
Language versions
These general terms and conditions are produced in a Swedish, Finnish and an English language version. For clients domiciled in Finland, the Swedish and Finnish language versions shall prevail. For all other clients, the English language version shall prevail.