GCCCL - CMW Legal

GENERAL CONDITIONS OF CONTRACTS CMW Legal
effective from 01.01.2023.
("GCCCL")

SUBJECT
1. The GCCCL specify the terms and conditions of providing legal services and tax advice by Czyżyk Mickiewicz i Wspólnicy sp.p. radców prawnych i doradców podatkowych with its registered office in Szczecin, Poland („Legal Services”), ul. Moniuszki 20, entered in the register of entrepreneurs of the National Court Register kept by the District Court Szczecin-Centrum in Szczecin, XIII Economic Division of the National Court Register, under number: KRS 0000897910, NIP: 8513211717, e-mail: biuro@cmwlegal.pl, website: www.cmwlegal.pl („CMW Legal”), for the benefit of its clients („Client”).
2. The GCCCL shall form an integral part of the contract for the provision of Legal Services to the Client („Contract”)to the extent not expressly waived or amended by the Contract.
3. The GCCCL sets out the rules for the conclusion, performance and termination of the Contracts.
4. The GCCCL shall be binding on the Client if: (i) they are delivered prior to the conclusion of the contract; (ii) they are made available to the Client in electronic form, also by indicating their publication on CMW Legal's website, in particular in CMW Legal's emails. The use of the Client's contractual templates (including general terms and conditions and regulations) is excluded, and provisions of the Order that are contrary to the GCCCL require the express acceptance by CMW Legal. The provisions of Articles 682 and 3854 of the Polish Civil Code shall not apply.
CONTRACT
1. Under the Contract, CMW Legal provides Legal Services commissioned by the Client.
2. Unless otherwise agreed, the Contract is concluded for an indefinite period of time, unless the nature or character of the Legal Service, that is the subject of the Contract, indicates otherwise.
CONCLUSION OF THE CONTRACT
1. The conclusion of the Contract requires the express acceptance of the Order by CMW Legal in each case and may take place in any form permitted by law, in particular in written, documentary or oral form.
2. The Contract shall be deemed to have been concluded conclusively when the Client refers an Order for the provision of Legal Services to CMW Legal and CMW Legal starts to provide the Legal Services.
3. The Client shall provide CMW Legal with data necessary to establish and maintain contact and correspondence with the Client and to prepare accounting documents, in particular the place of residence or registered office or place of business, as well as KRS (commercial registry) or PESEL (personal identification), NIP (tax identification) or REGON (statistical identification) numbers, and any other data which CMW Legal will be entitled to receive under applicable laws.
4. The scope of the original Order may be amended (narrowed or expanded), provided that if CMW Legal does not agree to a change in the scope of the Order, CMW Legal shall immediately inform the Client. Narrowing the scope of an Order shall not affect the agreed remuneration, unless CMW Legal agrees to a different arrangement.
PERFORMANCE OF THE CONTRACT - GENERAL PROVISIONS
1. When CMW Legal undertakes to provide Legal Services to the Client, it provides them within the scope expressly set out in the Contract. In particular, CMW Legal is not responsible for the entirety of the Client's affairs or for its other affairs not covered by the Contract, e.g. tax matters, unless otherwise stated in the Contract.
2. CMW Legal shall provide Legal Services, on the basis of a received Order, only to the Client or to the end recipient of Legal Services designated by the Client, and their use by third parties shall require a separate consent of CMW Legal. If the Client has designated an end recipient of Legal Services other than himself, the legal relationship between CMW Legal and such end recipient of services shall be governed by the GCCCL, and the Client shall be liable to CMW Legal for payment of fees and reimbursement of CMW Legal costs by such end recipient of Legal Services, and shall indemnify CMW Legal (and CMW Lega'sl associates, employees and collaborators) against any liability exceeding that under the Contract with the Client and the GCCCL.
3. CMW Legal shall decide, at its discretion, how to execute the Order, taking into account applicable regulations and relevant professional standards and, insofar as it deems possible and expedient, the Client's instructions.
4. CMW Legal does not provide legal advice on foreign (non-Polish) law.
  1. Based on CMW Legal's general experience in dealing with other jurisdictions, CMW Legal may express opinions on legal issues in other jurisdictions - for the sole purpose of providing the benefit of CMW Legal's experience - which does not constitute the provision of Legal Services.
  2. If it results from the Contract or from the nature of the Order, CMW Legal for the purpose of or in connection with the provision of Legal Services may engage foreign legal advisor. In such a case, the foreign legal advisor is not a subcontractor of CMW Legal and CMW Legal merely coordinates with that advisor and is not responsible for his/her advice or services.
5. CMW Legal provides Legal Services with the assistance of its employees or permanent associates and, if necessary, third parties („Employees”).
6. CMW Legal provides Legal Services from Monday to Friday, from 09:00 to 17:00, excluding public holidays in Poland. Upon prior arrangement with the Client, CMW Legal may also provide Legal Services at other times, however this might be subject to payment of additional remuneration by the Client.
7. CMW Legal may undertake ongoing Work without the Client's prior approval as well as Work that CMW Legal believes do not require such approval.
8. CMW Legal is entitled (but not obliged) to take emergency action in the interests of the Client which could not be previously accepted by the Client due to time constraints or other circumstances, and the omission of which may, in CMW Legal's opinion, lead to damage or other negative consequences for the Client.
9. Upon any request by CMW Legal, within the period specified by CMW Legal, the Client shall grant CMW Legal the powers of attorney necessary for the provision of Legal Services. The Client agrees that CMW Legal may grant further powers of attorney and authorisations.
10. The Client shall provide CMW Legal with all documents and information required for the provision of Legal Services. Upon any request by CMW Legal, the Client shall provide CMW Legal with the indicated documents or provide the requested information within the time limit specified by CMW Legal.
11. The Client shall pay any court, stamp duty or other fees indicated by CMW Legal in connection with the provision of Legal Services within the time limit specified by CMW Legal. The Client acknowledges that failure to pay the indicated fees within the time limit specified may result in the rejection of legal remedies or cause other negative legal consequences or effects for the Client.
12. CMW Legal reserves the exclusive right to resolve the issue of the so-called "conflict of interest", respecting the rules of professional ethics of attorneys at law, advocates or tax advisors and taking into account the legitimate interests of the Client and CMW Legal. With the lapse of 12 months from the date of the last activity for the Client or the last invoice issued upon the Client, CMW Legal is entitled to consider that, from the point of view of conflict of interest assessment, the entity concerned has ceased to be a Client of CMW Legal.
PERFORMANCE OF THE CONTRACT - CONTACTS
1. The Client agrees that CMW Legal may use, in particular, electronic means, communication and data storage services, whether or not provided by third parties, for the purpose of communication. CMW Legal shall not be liable for any damage caused by the use of such means and services (including distortion or loss of communications and information). The client is hereby informed that electronic mail does not ensure complete security of transmitted data.
2. The Client may designate persons who, acting on its behalf, may grant or amend the scope of the Contract and give CMW Legal directions on its behalf as to how the Contract is to be performed. Until such persons are designated, any person acting within the Client's organisation or its affiliates who is in contact with CMW Legal shall be deemed to be authorised to do so.
PERFORMANCE OF THE CONTRACT - REMUNERATION
1. Unless otherwise agreed, the remuneration payable to CMW Legal for the provision of Legal Services („Remuneration”) shall be calculated on the basis of the time actually spent by the Employees in the performance of the Legal Services („Work”), at the hourly rate („Rate”) payable for the work of the individual Employees performing the Work.
2. Unless another method of calculating the Remuneration has been agreed, the Rates are dependent on the qualifications and position of the Employees in the organisational structure of CMW Legal and are as follows:
  1. 150% of the Rate for the Work of "Managing Partner" or "Coordinating Partner";
  2. 100% of the Rate for the Work of ”Partner”;
  3. 80% of the Rate for the Work of “attorney-at-law” or “tax advisor”;
  4. 60% of the Rate for the Work of a “trainee”;
  5. 40% of the Rate for the Work of other Employees, excluding the secretariat;
  6. 20% of the Rate for the Work of secretarial staff Employees.
3. If no other method of calculating the Remuneration has been agreed, the Rate shall be EUR 220 (two hundred and twenty) or the equivalent of that amount in PLN (converted into PLN at the average exchange rate of the National Bank of Poland on the last working day preceding the invoice date), at CMW Legaloption.
4. The remuneration amounts are net amounts. Value Added Tax due in Poland on the date of the invoice will be added to the amounts determined.
5. If the Remuneration is calculated on the basis of the time actually spent by the Employees in performing the Work, the time will be settled on the basis of every started 6 (six) minutes of performing the Work (i.e. the unit of time settled will be each started 6 (six) minutes).
6. Irrespective of the agreed Remuneration, CMW Legal will also be entitled to legal representation costs legally awarded and enforced directly against the bodies or opposing parties.
7. In the event that Employees travel outside of Szczecin in connection with the provision of Legal Services, the time spent travelling, but not more than 8 (eight) hours per day, shall be considered as time spent performing the Work.
8. The remuneration shall be payable on the basis of invoices or bills or other accounting documents issued by CMW Legal, within 7 days of their date of issue, to the bank account indicated therein or at the cash desk of CMW Legal.
9. The Client irrevocably consents to CMW Legal issuing invoices in electronic form, in particular in PDF format. This constitutes the Client's acceptance, as an invoice recipient, of the use of electronic invoices referred to in Article 106n(1) of the Polish Act of 11 March 2004 on Goods and Services Tax or its equivalent in force at the time.
10. All payments due to CMW Legal from the Client in respect of the provision of Legal Services, including Remuneration and Costs, shall be made free and clear of and without deduction for or on account of any tax, including but not limited to withholding tax, unless the Client is required to make such withholding or other deduction under provisions of law. In that event, however, the Client will be required to increase the payments due to CMW Legal by the equivalent of the deduction or withholding to ensure that, after making of such deduction or withholding CMW Legal will receive payment as if the deduction or withholding had not been made.
11. Generally CMW Legal sends invoices, bills or other similar documents from the e-mail address: billing@cmwlegal.pl. The Client sends correspondence to CMW Legal regarding invoices, bills or other similar documents to the e-mail address: billing@cmwlegal.pl.
PERFORMANCE OF THE CONTRACT - COSTS
1. The Client shall reimburse CMW Legalfor all costs and expenses incurred by CMW Legal in connection with the provision of Legal Services („Costs”), in particular: telephone calls, postage and couriers, printouts and photocopies, translations and travel.
2. Telephone, postal and courier costs and printing and photocopying costs will be the Costs incurred by CMW Legal unless CMW Legal settles them at a lump sum of 5% of the Remuneration payable to CMW Legal, at CMW Legal'soption.
3. Trips are made in CMW Legal's vehicles, Employees' private vehicles or taxis. The cost of journeys made in CMW Legal vehicles and Employees' private vehicles shall be PLN 1.50 (one and a half) plus value added tax for each kilometre. The costs of journeys made by taxi shall correspond to the costs resulting from the invoices presented by CMW Legal or, if presentation of an invoice is not possible, to the ordinary cost of a taxi journey on a given route.
4. In the event that Employees travel outside of Szczecin in connection with the provision of Legal Services, the Client shall reimburse CMW Legal in particular:
  1. journeys according to the rules set out in section 7.3 above;
  2. commuting by bus, train or public transport;
  3. flights;
  4. meals;
  5. overnight accommodation in a hotel of at least three stars in a room for single use,
  resulting from the bills presented by CMW Legal or, if presentation of a bill is not possible, corresponding to the ordinary cost of the goods or services in question. The manner in which travel, access and flights as well as catering and accommodation services are used is at the discretion of CMW Legal, which will, after all, take into account the legitimate interests of the Client.
5. The costs of the services of lawyers or other external specialists, in particular foreign lawyers, which the Client has accepted, shall be borne by the Client directly, unless it has been previously agreed that CMW Legal will bear them, in which case the Client shall reimburse or pre-pay these costs to CMW Legal, within the time limit specified by CMW Legal.
6. Costs shall be payable (reimbursed) on the basis of invoices or bills or other similar documents issued by CMW Legal, based on the list of Costs prepared by CMW Legal, within 7 days of their issuance, to the bank account indicated therein or at CMW Legal cash desk. Copies of invoices, bills or other documents documenting the incurrence of Costs will be made available to the Client upon request.
7. CMW Legal shall be entitled to receive in advance a pre-payment on CMW Legal's receivables arising from the provision of Legal Services in the amount indicated by CMW Legal. Until the advance payment is received, CMW Legal shall be entitled to refrain from undertaking any Work. Refraining from Work does not require prior notification to the Client.
PERFORMANCE OF THE CONTRACT - COMPLAINTS, REFRAINING
1. The Client shall have the right to raise objections to the amount of the Remuneration or Costs indicated in the invoice, bill or other similar document received by the Client within a maximum period of 7 days from the date of receipt of the document in question. Failure to submit CMW Legal objections within the aforementioned deadline serves as Client's acceptance of the invoice, bill or other similar document. If objections are raised by the Customer within the deadline, the above provisions shall apply mutatis mutandis to any corrected invoice, bill or other similar document.
2. CMW Legal shall be entitled to refrain from providing the Legal Services or performing the Work within the scope of the provided Legal Services: (i) if their performance would be contrary to the law or the rules of ethics of a legal advisor or tax advisor; or (ii) if the Client is in delay with the payment of the due Remuneration or reimbursement of Costs for more than 14 days. In such a case, CMW Legal shall also be entitled to terminate the Contract without notice with immediate effect. CMW Legal's default shall not relieve the Client of its obligation to pay the Remuneration, reimburse the Costs and pay the costs of legal representation due or incurred or awarded to CMW Legal until the termination of the Contract.
PERFORMANCE OF THE CONTRACT - CONFIDENTIALITY AND DOCUMENTS
1. CMW Legal shall keep confidential all information and documents disclosed to it by the Client in connection with the provision of Legal Services. The above restrictions shall not apply to information and documents made public otherwise than in violation of this section or which were required to be made public by the interests of the Client or by applicable law.
2. CMW Legal will retain the data and documents relating to the provision of Legal Services for a period of 10 years from the end of the year in which the proceedings in which the data and documents were collected ended, or for a period of 10 years from the date of termination of the Contract or the end of the provision of the Legal Service in question, whichever occurs first - if it is impossible or inexpedient to determine the end date of the proceedings in which the data and documents were collected. After this period, CMW Legal will be entitled to destroy the documents.
3. The Client shall not distribute model contracts or other documents and legal acts, either in whole or in excerpts, which have been prepared by CMW Legal for the Client's needs or in connection with the provision of Legal Services. In particular, the Client shall not transfer these templates to third parties, especially those engaged in activities competitive to CMW Legal'sbusiness.
4. CMW Legalshall refrain from any action that may harm the reputation of the Client during the term of the Contract and after its termination. The Client shall refrain from any action that may be detrimental to the good name of CMW Legal during the term of the Contract and after its termination.
PERFORMANCE OF THE CONTRACT - LIABILITY
1. CMW Legal shall not be liable for any damage caused or co-caused by: (i) failure to provide or provide incomplete documents or information to CMW Legal ; (ii) CMW Legal's refraining from providing Legal Services or performing the Work as a result of failure to grant a power of attorney, as well as due to failure to pay the required fee or advance payment and in the situation referred to in section 8.2 above; (iii) submission to CMW Legal documents, information, powers of attorney or payment of fees or advances in a timeframe that makes timely provision of Legal Services or performance of the Work impossible.
2. The liability of CMW Legal for non-performance or improper performance of the Contract, excluding damage caused intentionally, is limited to the equivalent of EUR 100,000 (one hundred thousand) according to the average exchange rate announced by the National Bank of Poland for the first time in the given year in which the damage occurred.
3. Although it is CMW Legal's intention to keep Clients and others informed of ongoing changes in the law through alerts and other marketing materials, including on CMW Legal's website and CMW Legal's social media portals, unless expressly agreed otherwise, CMW Legal is not responsible for the content of the indicated materials.
OBLIGATIONS UNDER THE AML (ANTI-MONEY LAUNDERING)
1. CMW Legal as a law firm, is bound by the provisions of the Polish Act of 01 March 2018 on the prevention of money laundering and financing of terrorism („UAML”). These imposes on CMW Legal the obligation to apply financial security measures in respect of the Client, including, among others, the obligation to identify and verify the identity of the Client, its representatives and agents, to verify the identity of the Client's representatives, to identify and verify the identity of the Client’s beneficial owners, to obtain information on the Client's connections with politically exposed persons, and to notify the Polish General Inspector of Financial Information of circumstances that may indicate a suspicion of money laundering or terrorist financing. Pursuant to the UAML, the Client is obliged to provide CMW Legal with all requested information and documents set out in the UAML, in particular to deliver a completed Know Your Client form („KYC Form”) and to update the information contained therein. CMW Legal reserves the right not to commence or refrain from or terminate the Legal Services if it does not receive the relevant information from the Client, including the completed KYC Form and the documents required by UAML.
GDPR
1. CMW Legal is a data controller of personal data of natural persons who enter into the Contract on behalf of the Client, as well as contact persons on the Client's side, including persons authorised to submit Orders and persons handling their settlement processes, and indicated by the Client for the purpose of providing Legal Services. The rules of CMW Legal's processing of personal data of the aforementioned persons are contained in the privacy policy available on CMW Legal's website.
2. CMW Legal is a data controller of personal data made available or provided to it directly or indirectly by the Client or otherwise obtained by CMW Legal in the course of providing legal services. Pursuant to Article 14(5)(d) of Regulation EU 2016/679 of the European Parliament and of the Council of 27.04.2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and the repeal of Directive 95/46/EC („GDPR”), CMW Legal does not perform the information obligation towards the above-mentioned persons due to the obligation of professional secrecy.
3. In the case of personal data provided or transferred to CMW Legal directly or indirectly by the Client, the Client assures CMW Legal and its subcontractors, if any, that it processes, including, makes available to CMW Legal, such personal data lawfully (in particular, it has and applies the required personal data processing policies and has a legal basis for processing such data) and there are no circumstances that would prevent CMW Legal from lawfully processing such personal data and the processing of such data is necessary for the performance of the subject matter of the Contract or the Order.
4. In the provision of Legal Services, CMW Legal may use Employees performing Work related to a given Order, and as a result, there may be a need to delegate to Employees the processing of personal data related to a given Order. If personal data processing is delegated to Employees or third parties in general, CMW Legal shall impose appropriate confidentiality and compliance obligations on such persons with respect to the processing of personal data.
5. CMW Legalshall be entitled - insofar as this is justified by the scope of the legal assistance provided or if required by the Client - to transfer personal data within the European Economic Area („EEA”) and also outside the EEA, subject to compliance with the relevant legal requirements set out by the GDPR.
6. If the Client is located in a third country that does not provide adequate protection for personal data and CMW Legal may transfer personal data to the Client as part of the provision of Legal Services, the Client and CMW Legal will enter into an additional agreement with the standard contractual clauses regarding the transfer of personal data to third countries adopted by the European Commission.
7. The Client and CMW Legal are independently responsible for their own compliance with data protection requirements. The Client shall indemnify CMW Legal, its Employees or subcontractors, if any, for any damage suffered by CMW Legal as a result of any breach of the relevant legal requirements by the Client or by entities for which it is responsible, or as a result of the falsity of any statements in relation to personal data.
TERMINATION OF CONTRACT
1. Either the Client or CMW Legal may terminate the Contract at any time, with immediate effect or at the expiry of a specified period. Termination of the Contract by the Client shall not relieve the Client of its obligation to pay the amounts due to CMW Legal in respect of the Legal Services provided up to the time of termination. In addition, the Client shall be obliged to pay CMW Legal an amount equivalent to the outlays (including the cost of additional Legal Services) and expenses incurred by CMW Legal in the interest of the Client, during the period from termination until the case is transferred to the Client or to another legal advisor or entity designated by the Client. By virtue of termination of the Contract by one party, the other party shall not be entitled to a claim for damages, even if the termination was without a valid reason. Termination of the Contract by either party includes termination of all powers of attorney that CMW Legal has received from the Client.
2. Valid reasons are deemed to be a breach of the Contract and a loss of confidence justified by the circumstances.
REFERENCES
1. The Client agrees that CMW Legal may disclose the fact that Legal Services have been provided to the Client and that the Client may be included in CMW Legal's reference list.
FINAL PROVISIONS
1. The Contract and the GCCCL are governed by Polish law.
2. The GCCCL have been prepared in Polish and English and are available on the website of CMW Legal. In the event of a dispute as to their content, the Polish language version shall prevail.
3. During the term of the Contract with the Client, CMW Legal may amend the content of the GCCCL by notifying the Customer of such amendment and its content. The amended GCCCL shall be binding on the Customer if the Customer does not terminate the Contract within 14 days of receiving such information.
4. All disputes arising out of or in connection with the Contract, the GCCCL shall be subject to the jurisdiction of the Polish courts.
5. Any disputes arising out of or in connection with the Contract, the GCCCL shall be resolved amicably (which shall not, however, constitute an arbitration clause) and, if no amicable settlement is possible, shall be submitted to the court of competent jurisdiction for CMW Legal.
6. The GCCCL form an integral part of the Contract and apply to the legal relationship between CMW Legal and the Client arising from the Contract to the extent that the Contract does not provide otherwise.
7. If the Contract (or an Order granted) is concluded in writing or in document form, its amendment, supplement or termination shall be in writing or in document form on pain of nullity.