GENERAL TERMS AND CONDITIONS RELATED TO LEGAL SERVICES SOLD ON WDL ONLINE STORE
1. GENERAL
1.1. These General Terms and Conditions constitute the agreement for legal and consultation services between WDL and the Client (the “Agreement”) in respect of services bought from WDL by the Client through WDL Online Store.
1.2. Each Party is an independent contractor and this Agreement does not make either of the Parties an agent or legal representative of the other, nor does it create a partnership or joint venture. Each Party represents and warrants that it has the power and authority to sign and bind itself to the Agreement.
1.3. The Agreement is concluded solely between the Parties. Therefore, any rights conferred on third parties under applicable law are hereby excluded.
2. DEFINITIONS
2.1. “Agreement” shall mean these General Terms and Conditions, including the description of each service and general information related to the purchased legal service.
2.2. “Client” shall mean WDL’s client, i.e. the legal person or individual purchasing legal services from WDL through WDL Online Store.
2.3. “Deliverable(s)” shall mean the output of the Engagement, created by WDL for the Client, which may include reports, documents, advise or other written output or drafts thereof.
2.4. “Engagement” shall mean the service to be provided by WDL as specified in the Agreement.
2.5. “Party” shall mean either the Client or WDL and “Parties” shall mean the Client and WDL jointly.
2.6. “WDL” shall mean WDL – Advisory & Law Oy (Business ID: 3089964-3), with registered address at Linnoitustie 6, 02600 Espoo, Finland.
2.7. “WDL Online Store” shall mean wdlal.myshopify.com.
3. WDL’S SERVICES
3.1. WDL agrees to provide the services in a professional manner and in accordance with the practices generally accepted in the industry. The Engagement is provided in accordance with the specifications detailed in the Agreement.
3.2. WDL will use all reasonable efforts to provide the Engagement within ten (10) business days from the date of purchase of the service or within a timeframe otherwise agreed by the Parties. However, all dates given are intended for planning and estimating purposes only.
3.3. WDL is responsible for appointment of its resources to perform the Engagement and has the right to change the resources appointed to the Engagement as WDL considers appropriate.
3.4. The Deliverable are only intended to be used for the purpose specified in the Agreement and they are not suitable for use at a different time, in different circumstances or to achieve other aims. The Deliverables are intended for the Client’s internal use only unless otherwise agreed with WDL or regulated by law or authorities.
3.5. The Client shall not rely on any preliminary information or draft Deliverables given before the Engagement has been completed and confirmed in writing in the form of final Deliverable. WDL shall not be required to update the final Deliverables for circumstances of which WDL becomes aware or events occurring after their delivery.
3.6. The Engagement will not constitute any kind of audit or assurance in accordance with any generally accepted auditing standards. WDL will not express any opinion concerning the merits of a transaction or the fairness of the contemplated terms thereof.
4. RESPONSIBILITIES OF THE CLIENT
4.1. The performance of the Engagement is dependent upon the timely performance of the Client’s responsibilities under the Agreement and the timely decisions and approvals of the Client with the Engagement. WDL shall be entitled to rely on all decisions and approvals of the Client.
4.2. The Client shall be responsible for the accuracy and completeness of all representations, assumptions and information (including, without limitation, financial information and statements) that the Client and its representatives provide WDL, and that they were acquired by the Client in a lawful manner. WDL relies on the fact that the Client and its representatives are authorised to provide WDL such information.
4.3. The Client shall promptly inform WDL of any concerns and issues with respect of the Engagement, and of any changes in the Client’s circumstances and intentions to make such changes that may have an effect on the Engagement. In the event of any changes being identified to have an effect on the Engagement, the Parties shall agree upon incorporating the changes into the Agreement.
4.4. The Client shall be responsible for: (i) making all management decisions and performing all management functions; (ii) designating one or more individuals who possess suitable skill, knowledge and/or experience to oversee the Engagement; (iii) timely access to the Client’s premises and the Client’s personnel and other advisors of the Client; (iv) promptly providing all necessary information and documents and obtaining any approvals, licenses and security clearances; (v) evaluating the adequacy of the Deliverables and accepting responsibility for the implementation of such; (vi) establishing and maintaining internal controls, including, without limitation, monitoring ongoing activities; and (vii) the management of any third parties used by the Client to provide information, materials and other assistance in support of the Engagement and for their performance, including, without limitation, the timeliness and quality of their input and work.
4.5. The Client shall immediately notify WDL of any possible error or omission in the Engagement. Unless otherwise agreed with respect to acceptance procedures, approval of a Deliverable shall be deemed given if the Client has not provided WDL with a written notice of an error or omission no later than within ten (10) business days from the delivery of the Deliverable. The Engagement shall be considered concluded upon approval of the final Deliverables in accordance with this Section.
5. SUBCONTRACTING
5.1. WDL shall not have the right to subcontract its duties under the Agreement to a subcontractor unless otherwise agreed in writing.
6. EXPENSES AND PAYMENT TERMS
6.1. WDL’s fees do not include any governmental fees of any nature, including, for example, Trade Register fees.
6.2. WDL’s fees do not include any taxes or statutory fees of any nature including, for example, value-added or withholding taxes assessable by any jurisdiction whatsoever. All applicable taxes shall be added to the fees.
6.3. WDL shall have the right to suspend the Engagement if the payments are not received in full when payable. The suspension shall continue until the overdue payments, for which the suspension is based on, are paid.
7. ELECTRONIC COMMUNICATION
7.1. The Parties acknowledge that, while communicating electronically with each other, any reasonable measures taken to protect their IT systems against viruses and other external threats do not guarantee that electronic transmission of information will be completely secure. Electronic communication cannot be made completely secure and virus or error free and therefore information may be intercepted, lost or destroyed, or arrive late or incomplete.
7.2. Each Party will be responsible for protecting its own systems and interests and will not be responsible to the other Party for any damage in any way arising from the use of electronic communication.
8. DATA PROTECTION
8.1. Each Party shall comply with their respective obligation under the applicable data protection laws in connection with the Engagement and WDL, for the purposes of managing client relationship, process and transfers any personal data to which data protection laws apply (“Personal Data”).
8.2. The Client warrants that it has the authority to provide Personal Data to WDL in connection with the Engagement and that Personal Data provided to WDL has been processed in accordance with applicable laws.
9. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS
9.1. On payment of all of WDL’s invoices under the Agreement, the Client shall be granted a non-exclusive, worldwide, royalty free and perpetual right to use the Deliverable(s) for the purpose specified in the Agreement.
9.2. WDL shall retain the ownership of all intellectual and other proprietary rights of any kind in the Deliverables, its working papers, reports, materials, documentation, software, techniques etc. that are used or developed in connection with the Agreement excluding the materials provided to WDL by the Client which the Client shall retain intellectual and other proprietary rights. Insofar as WDL’s abovementioned working papers, reports, materials, documentation, software, techniques etc. are included in the Deliverables, the Client shall be granted a right to use them in accordance with this Clause 9.
10. RESTRICTION OF HIRING
10.1. In case either Party or any of its Affiliates, without prior written consent of the other Party, actively seeks to employ or employs the other Party’s personnel taking part in the Engagement during the terms of the Engagement and until six (6) months thereafter, the Party shall pay a penalty equal to six (6) months’ salary of the person so employed. This shall not prohibit the Parties from employing the other Party’s personnel having applied for a position by responding to a published job advertisement or being recruited through a recruitment company.
11. CONFLICT OF INTEREST & KYC
11.1. Before providing services, WDL’s practice is to check whether an internal conflict of interest arises, e.g. under applicable professional rules or standards with regard to the services provided to the Client by WDL. Should WDL identify a conflict prior to the commencement of WDL’s work, WDL shall immediately notify the Client and refund the Client for the purchased service. The Client also agrees to notify WDL promptly of any potential conflict affecting the Engagement of which the Client is, or becomes, aware.
11.2. Pursuant to legislation governing the prevention of money laundering and financing of terrorism, WDL is under an obligation to identify the Client as well as their beneficial owners and persons acting on the Client’s behalf. Under certain situations, WDL may be obliged to determine the origin of the Client’s funds.
12. LIMITATION OF LIABILITY
12.1. WDL’s liability is limited to repairing the errors or re-performing erroneous services whenever such remedy is possible. Such remedy shall be dependent on a written notice of defect being made by the Client to WDL within the time period as defined in Section 4.5.
12.2. Neither Party shall be liable to each other for any indirect damage howsoever arising under or in connection with the Agreement.
12.3. WDL shall not be liable for any damage suffered by a third party, whether or not such damage is being caused by any third party’s knowledge, use or reliance on the Deliverables. To the fullest extent permitted by law, the Client shall indemnify WDL against all claims by third parties and resulting damages arising out of the third party’s use of or reliance on any Deliverables disclosed to the Client or disclosed to a third party based on the Client’s request.
12.4. WDL’s limitation of liability shall be in accordance with Section 11 of the terms and conditions of the WDL Online Store. However, and despite anything to the contrary herein, WDL’s total aggregate liability to the Client, and the total amount of the compensation/damages arising in any way under the Agreement, shall in no event exceed the fees payable by the Client to WDL under the Agreement.
12.5. Limitations of liability as defined in Section 12.4. shall not apply to damages arising out of intentional misconduct or gross negligence or to any liability which by law is unlawful to limits or exclude.
12.6. No claim, regardless of form, relating to the Engagement, may be presented by either Party more than six (6) months following the end of the Engagement.
13. CONFIDENTIALITY
13.1. Neither Party shall, without prior written permission of the other Party, disclose to any third party, nor use for any purposes not in accordance with the Agreement, any technical, financial or commercial information which is received from the other Party in whatever form under or in connection with the Agreement and which is marked confidential, should be regarded as such or which is confidential under law or regulation. The provisions of this Section 13.1. shall remain in force for five (5) years after the termination of the Agreement unless otherwise provided by law or regulatory provision binding the Party.
13.2. These undertakings shall not apply to information that (i) is or becomes publicly available (including, without limitation, any information filed with any governmental agency and available to the public) other than as the result of the default of the receiving Party, (ii) was in possession of the receiving Party prior to the commencement of the Agreement, (iii) is acquired by the receiving Party from a third party without the obligation of confidence, (iv) is or have been independently developed by the receiving Party without utilizing confidential information received from the disclosing Party or (v) is required to be disclosed under law or regulation.
13.3. WDL shall have the right to retain one copy of each Deliverable evidencing the delivery of WDL’s services and one copy of the Client’s information on which WDL relied on while preparing such Deliverables, provided that such copy of such information continues to be governed by the confidentiality provisions of this Agreement.
13.4. Parties will be entitled to disclose confidential information to their auditors, insurers and legal advisors to protect their own legitimate interest and to comply with any legal, professional or regulatory requirement.
13.5. The Client shall promptly notify WDL in case WDL will receive insider information in connection with the Engagement, and any applicable requirements thereof. After being notified, WDL shall maintain a list of its personnel that have received such insider information.
13.6. Following completion of the Engagement, WDL may use the Client’s name, logo and general description of the Engagement as a reference when offering services to other potential clients, however, considering the confidentiality obligations under this Agreement.
13.7. Nothing in this Agreement shall prevent or restrict WDL from providing similar services to other clients, even if those other clients’ interests are in competition with the Client, or using the expertise and knowhow gained from the Engagement.
14. FORCE MAJEURE
14.1. Neither Party will be liable to the other Party for any failures in performance nor delays due to events or circumstances beyond its reasonable control, if the breaching Party has notified the other Party without undue delay.
14.2. If force majeure continues for at least a period of sixty (60) days, either party shall be entitled to terminate the Agreement upon a written notice to the other Party.
15. GOVERNING LAW AND DISPUTE RESOLUTION
15.1. The Agreement shall be governed by and construed in accordance with the laws of Finland.
15.2. Any dispute arising from or relating to this Agreement shall be primarily resolved by mutual negotiations between the Parties. In case the Parties cannot reach a settlement, the dispute shall be taken to the arbitration proceedings in accordance with the Rules for Expedited Arbitration of the Finland Chamber of Commerce. The seat of arbitration shall be Helsinki, Finland. The language of the arbitration shall be Finnish or English. WDL is, however, entitled to bring a suit at the applicable district court to collect sums payable (fees or other expenses) related to the Engagement.
15.3. The Parties shall be entitled to seek interim injunctive relief or to enforce an arbitration award in a competent court of law or authority.
16. MISCELLANEOUS
16.1. No amendment or other modification of this Agreement shall be effective unless made in writing and signed by the Parties.
16.2. The Agreement may not be assigned, whether voluntarily or by operation of law, without the prior written consent of the other Party.
16.3. In the event of any conflict, contradiction, or ambiguity between this Agreement and the Terms of Service of WDL Online Store, this Agreement shall prevail.