Conclusion of the Contract
1.1. These General Terms of Service (the General Terms) are applicable to all clients of Giedrė Rimkūnaitė-Manke, Attorney-at-Law (the Attorney) and form part of the legal services contract (the Contract) between the Attorney and her client (the Client).
1.2. The Contract between the Attorney and the Client (together – the Parties) is concluded by the Parties entering into the Special Terms of Contract (the Special Terms). The Special Terms shall be executed in writing on paper, signed by qualified or other electronic signatures and exchanged by email or through document signing platforms or similar means.
1.3. In the event of any inconsistency or conflict between the General Terms and the Special Terms, the Special Terms shall apply.
Legal Services
2.1. Pursuant to the Contract, the Attorney shall provide the Client with legal services, including legal advice, drafting of contracts and other legal documents, drafting of legal opinions, memoranda, assistance and representation in negotiations, as well as in dealings with third parties, state and other institutions and organisations, courts or arbitration tribunals (the Legal Services).
2.2. Legal services are provided only in accordance with the Lithuanian legislation and international and EU legislation applicable in Lithuania.
2.3. The Attorney provides legal services only and does not provide financial, tax or accounting advice.
2.4. If, in the course of providing Legal Services, the Attorney provides the Client with an opinion on other jurisdictional or other matters, such opinion shall not be deemed to constitute Legal Services under the Contract.
2.5. The opinion and recommendations of the lawyer in the advice or draft documents addressed to the Client may differ from the opinion of official authorities or the interpretation of legislation. Legal Services are provided in accordance with the legislation in force at the time of their provision, and any subsequent change in such legislation or in the opinion of official authorities may affect the results of advice, documents or other Legal Services previously provided by the Attorney.
Provision of Legal Services
3.1. The Attorney provides Legal Services in a diligent and professional manner, in accordance with the rules of professional ethics of lawyers.
3.2. For the purpose of rendering Legal Services, the Attorney shall have the right to receive from the Client in a timely manner all necessary materials and information in the form specified by the Attorney.
3.3. The Attorney may engage third parties to provide Legal Services or related services. If, for the purposes of the provision of the Legal Services, there is a need for the services of a lawyer with special expertise or a lawyer from a foreign jurisdiction, or the Client requires the advice or services of other professionals (e.g., tax consultants, auditors, engineers, translators, property appraisers, or the like), the Attorney may find and offer to provide to the Client, as appropriate, another lawyer (or law firm or professional association), a lawyer from a foreign country or a specialist in another field of expertise. In such a case, the Attorney and the Client shall separately agree on the conclusion of a contract with the third person and the procedure for payment for the services of such person.
3.4. The Client shall provide the Attorney with all necessary materials and information and documents and shall perform all other acts within the Client's control necessary to enable the Attorney to provide the Legal Services in a timely and proper manner and shall ensure that all the materials and information provided are true, accurate and complete. The Client is fully responsible for the content of the materials and information provided to the Attorney. The Client shall ensure that all material provided by the Client to the Attorney in the course of the provision of the Legal Services is lawfully owned and/or used by the Client and that the use of such material by the Attorney in the provision of the Legal Services does not infringe the rights and/or legitimate interests of third parties.
Fees and Billing
4.1. For Legal Services, the hourly rate set out in the Special Terms shall normally apply. The hourly rate is exclusive of Value Added Tax (VAT) where applicable.
4.2. The Attorney and the Client may agree on a fixed fee for certain specifically agreed Legal Services (e.g. drafting of a contract or other document) or a cap on the price of the Legal Services. Fee agreements for specific Legal Services are usually concluded by email.
4.3. The hourly rate specified in the Special Terms shall be reviewed by the Attorney and the Attorney shall have the right to change it every calendar year. The Attorney is entitled to change the hourly rates by giving one month's notice to the Client by email or otherwise in writing, and the Client is entitled to refuse Legal Services at the new rate.
4.4. In addition, the Client shall reimburse the Attorney for all expenses related to the handling of the Client's affairs (e.g. transport and accommodation if the Attorney needs to travel outside of Vilnius, postage and courier, stamp duties, translation, hiring foreign or other lawyers or specialists in other fields, etc.).
4.5. The fee for the Legal Services shall be paid in accordance with VAT invoices submitted by the Attorney. VAT invoices shall be sent by email or submitted by other electronic means. VAT invoices shall normally be submitted after the provision of the relevant Legal Services or, if the Legal Services are provided for more than one month, at the beginning of each calendar month.
4.6. Unless the Parties agree otherwise, the Client shall pay the VAT invoice submitted by the Attorney no later than within 10 (ten) calendar days from the date of submission of the VAT invoice to the Client, by wire transfer to the bank account indicated in the invoice. The Client's payment shall be deemed to have been made and the Client shall be deemed to have settled the invoice as soon as the total amount payable by the Client has been credited to the bank account specified by the Attorney.
4.7. In the event of a delay in payment by the Client, a default interest of 0.05% of the amount not paid on time shall be calculated for each day of delay.
Intellectual Property Rights
5.1. The Attorney grants to the Client a non-exclusive right to exercise proprietary rights in the results of the Legal Services, including copyrights and know-how included in the results of the Legal Services (the Intellectual Property Rights), on the following terms:
5.1.1. The Client shall be entitled to use the results of the Legal Services only for the Client's business or personal purposes for which the Legal Services were provided, unless otherwise agreed in writing by the Parties.
5.1.2. The Client shall be entitled to use the results of the Legal Services in any and all ways in which the results of the Legal Services may be used, without limitation, to the extent that such use is compatible with the stated purposes of the results of the Legal Services.
5.1.3. The territory of the Intellectual Property Rights granted is the whole world, without territorial limitation.
5.1.4. Intellectual Property Rights shall be granted from the moment the Client pays the Attorney for the relevant Legal Services and shall remain in force for the duration of the applicable Intellectual Property Rights as provided by law.
5.2. Unless otherwise agreed by the Parties, the Attorney may, for the purpose of demonstrating her expertise (e.g. by offering legal services, making presentations to potential clients or partners, providing information to directories, and providing information about her activities to the public, including on the Internet), disclose to the public or to third parties the fact that the Attorney provides or has provided Legal Services to the Client as well as (a) the name and logo of the Client, (b) a summary description of the project or other services provided to the Client, (c) other publicly known information about the specific project, without disclosing confidential information about the Client or the Legal Services that is not publicly known.
Personal Data
6.1. The Attorney, as an independent data controller, processes personal data of the Client and their representatives, employees, other persons related to the Client's assignments, as well as data collected by the Attorney from other sources for the provision of Legal Services, for the purposes of provision and administration of Legal Services and for other purposes as specified in the Privacy Policy published on the Attorney's website. All information on the processing of personal data by the Attorney, including the purposes of processing personal data, the legal basis for processing personal data, the period of data retention, and the rights of data subjects and the exercise thereof, is provided in the Privacy Policy published on the Attorney's website.
6.2. Unless the Client has expressly consented to the sending of direct marketing communications and has not objected by marking "I do not agree" in the Special Terms, the Attorney may, on the basis of her legitimate interest in communicating with her clients, send direct marketing communications (information about news, events, etc.). Each time the Client receives a direct marketing communication, the Client shall be given the opportunity to opt-out of the direct marketing communication by notifying the Attorney by email or by any other means specified in the Special Terms.
Anti-Money Laundering and Sanctions
7.1. In the cases provided for by law, the Attorney is subject to and must comply with certain requirements relating to the prevention of money laundering and terrorist financing and the control of sanctions, including the Attorney's obligation to obtain the identity documents of the Client and other persons, documents proving the origin of the money and other information, and to inform the competent authorities of certain cash transactions or transactions that may be related to money laundering.
7.2. In the performance of these duties, the Attorney shall have the right, both before the conclusion of the Agreement and during the performance of the Agreement, to request the Client to provide the necessary documents and information about the Client, their beneficiaries and representatives, as well as about certain third parties. If the Client fails to provide all the documents or information requested by the Attorney, the Attorney shall have the right to refrain from concluding the Contract and to unilaterally terminate the Contract by notifying the Client in writing (including by email).
7.3. If the Attorney is obliged to report possible money laundering in the course of carrying out the Client's assignment, the Attorney may not be able to inform the Client that the competent authorities have been notified and for what reasons.
Confidentiality
8.1. The Attorney undertakes to keep confidential and not to disclose to any third party any information received from the Client in the course of the provision of Legal Services and each Party undertakes to keep confidential and not to disclose to any third party the contents of the Special Terms.
8.2. The Parties undertake to keep confidential and not to disclose such confidential information to any third party, except (a) where disclosure of such confidential information is required by law, or (b) such disclosure is necessary for the proper performance of the Parties' obligations under the Contract, or (c) the Parties have agreed in writing to disclose it.
8.3. The Parties agree to maintain the obligation of confidentiality indefinitely.
Liability
9.1. Except as otherwise provided in the Contract, if either Party breaches any obligation under the Contract or fails to perform any obligation and the breaching Party fails or refuses to remedy the breach or perform the obligation within thirty (30) days of receipt of written notice from the other Party requiring the breach to be remedied or the obligation to be performed, the breaching Party shall be liable to compensate the affected Party for all damages they have caused.
9.2. The Attorney is only liable if she is at fault. Except in the case of intent or gross negligence on the part of the Attorney, the Attorney shall only be liable for direct pecuniary loss suffered by the Client up to twice the amount of the fees paid by the Client to the Attorney for the relevant Legal Services giving rise to the Attorney's liability. The Attorney shall not be liable for indirect loss, including loss of profit. The Attorney shall not be liable to third parties for any action taken on behalf of the Client.
9.3. The Attorney is not responsible for other lawyers, consultants or third parties involved in the provision of services to the Client, including consultants engaged by the Attorney with the Client's consent. The Attorney shall not be liable for any loss/damage if the Client uses the results of the Legal Services for any purpose other than that for which they were provided to the Client.
Notices
10.1. All notices or other communications from the Parties shall be in writing and shall be (a) sent by email, (b) sent by registered or courier mail, or (c) hand-delivered to the Party (its legal representative) at the email or postal addresses set out in the Special Terms or at any other email or postal address specified by the Party in accordance with the General Terms. Where the Contract specifies that notice is to be given in writing, any of the methods of giving notice set out in this clause may be used.
10.2. A notification or other information sent by email will be deemed to have been received on the day of its actual sending, or on the next working day if the day of sending the email was not a working day or if the email was sent after 6 pm on working days (the time of the place of the recipient of the notification or information). Notices or other information sent by registered or courier post shall be deemed to have been duly served when sent by registered or courier post, as appropriate.
10.3. In the event of a change of address and/or other details of a Party, the Party shall inform the other Party thereof within three (3) working days at the latest.
Validity and Termination
11.1. The Contract between the Attorney and the Client shall come into force from the moment of conclusion of the Special Terms.
11.2. The Contract shall be valid for an indefinite period of time during which the Attorney provides Legal Services to the Client. If for six (6) consecutive months the Attorney does not receive the Client's request (assignment) for the provision of Legal Services, the Contract concluded between the Client and the Attorney shall automatically terminate.
11.3. Either Party shall have the right to unilaterally terminate the Contract by giving ten (10) days' written notice to the other Party, unless the Parties agree in writing to a different time limit.
11.4. The Attorney shall have the right to refuse to act as the Client's advocate and to terminate the Contract by written notice to the Client and such termination shall take effect immediately if the Client fails to cooperate, is suspected of money laundering or breach of sanctions, or if payments are not made, or for any other valid reason.
11.5. Upon expiry or termination of the Contract, the Attorney's obligation to avoid conflict of interest shall expire six (6) months after the last request (assignment) of the Client for the provision of Legal Services by the Attorney.
Applicable Law and Dispute Resolution
12.1. The Contract is concluded and shall be interpreted in accordance with the laws of the Republic of Lithuania.
12.2. Any disputes, controversies or claims arising out of or in connection with the Contract, as well as questions of breach, termination or validity of the Contract, shall be settled in the first instance by negotiation, in accordance with the principles of co-operation and good faith between the Parties.
12.3. If an agreement cannot be reached within thirty (30) days, the Client shall have the right to appeal to the Lithuanian Bar Association or the courts of the Republic of Lithuania. Such dispute or disagreement shall be settled in accordance with the procedure established by the Law on the Bar of the Republic of Lithuania and other laws.
General Terms last updated on 23 February 2024