Standard Terms of Service

The services under any Engagement Letter are provided by Mateusz Świtalski, an attorney-at-law (radca prawny) admitted to practice in the Republic of Poland and entered on the roll of the Regional Bar Association of Attorneys-at-Law (OIRP) in Poznań, conducting business under the firm “Mateusz Świtalski Kancelaria Radcy Prawnego” (the “Firm”).

In rendering legal services, the Firm complies with the Polish Act of 6 July 1982 on Attorneys-at-Law (ustawa o radcach prawnych) and the Code of Ethics of Attorneys-at-Law (Kodeks Etyki Radcy Prawnego), together with the professional rules of the self-governing bar.

The Firm maintains the mandatory professional liability insurance (OC) required of attorneys-at-law under Polish law, with a guaranteed sum of EUR 150,000.00.

Unless the Engagement Letter expressly provides otherwise, these Terms apply to any and all legal relationships between the Firm and the Client, including any and all claims against the Firm arising on any legal basis whatsoever (in particular contractual and tortious liability). These Terms continue to apply after the underlying engagement has ended.

These Terms are binding on the Client where they have been delivered to the Client before or upon conclusion of the engagement, or made available in electronic form (including by a link to the Firm’s website), in each case in a manner allowing the Client to retain, save and print them.

The Firm may amend these Terms, in particular where generally applicable law changes or where there are material factual circumstances affecting their content or the performance of the engagement. Amended Terms will be delivered to the Client (including by e-mail) at least one (1) month before they take effect and do not require an annex or further consent of the Client to become effective. If the Client does not accept the amended Terms, the Client may terminate the engagement with the notice period set out in the Engagement Letter; the existing Terms apply during the notice period.

Mateusz Świtalski Kancelaria Radcy Prawnego

Registered office

Małachowskiego 8/P1, 61-129 Poznań, Poland

NIP

6692563945

REGON

520395326

VAT UE

PL6692563945

E-mail

mateusz@switalski.law

Web

https://switalski.law/

Bank · PKO BP S.A.

EUR account

IBANPL54 1020 4027 0000 1702 1965 2285

SWIFTBPKOPLPWXXX

PLN account

IBANPL65 1020 4027 0000 1902 1953 3261

An engagement is accepted only upon the Firm’s express, unconditional confirmation, given in writing or in documentary form (in particular by e-mail). The Firm’s silence does not constitute acceptance of an instruction.

Instructions, requests for further matters within an ongoing engagement, and approvals may be given in documentary form, in particular by e-mail, within the meaning of Article 77² of the Polish Civil Code, by any representative of the Client, unless the Client provides the Firm with a list of authorised contact persons.

The Firm undertakes to perform the engagement with due professional diligence (obowiązek starannego działania). The Firm does not warrant or guarantee the achievement of any particular result or outcome desired by the Client.

The Firm provides legal assistance exclusively on the basis of the law of the Republic of Poland and European Union law. The Firm does not provide binding opinions on, or formal representation under, the laws of any other jurisdiction. Where foreign law is relevant, the Firm may coordinate with, and the Client should engage at its own cost, local counsel in the relevant jurisdiction.

Unless separately agreed, the Firm is not obliged to update advice, opinions or documents already delivered to reflect subsequent changes in law, regulatory practice or supervisory guidance.

Exclusions. The Firm provides legal advice and legal drafting only. Unless expressly agreed in writing, the services do not include tax, accounting or financial advisory services; business, strategic or investment consulting; assessment of the commercial viability of the Client’s business; or any technical work, including audits of software, source code, algorithms or AI/ML models, cybersecurity assessments, or technical certification under the EU AI Act or other technical standards. Legal documents are drafted solely based on the factual, technical and operational information provided by the Client.

The Client shall provide the Firm, in good time and without separate request, with all documents, information and explanations necessary for the proper and timely performance of the engagement and shall notify the Firm of any circumstances that may affect it. The Client bears sole responsibility for the truthfulness, completeness, accuracy and reliability of the information and documents provided, and confirms that they are not misleading.

The Firm is entitled to rely entirely on the information provided by the Client without any obligation to independently verify its factual or technical accuracy. The Firm is not liable for delays, legal defects or inadequacies in its work product arising directly or indirectly from the Client’s failure to provide, delay in providing, or provision of inaccurate or incomplete information, or from changes made by the Client to documents prepared by the Firm.

Prolonged inaction. Where the Client delays in providing required input, materials or feedback for a continuous period exceeding thirty (30) days, the Firm may, at its discretion: (a) suspend performance until cooperation resumes; (b) request a good-faith renegotiation of any agreed fixed fee to reflect inflation, increased cost or changed availability; and/or (c) terminate the affected assignment with immediate effect by documentary notice.

Indemnity. Where any fine, administrative penalty, sanction, compensation or other cost (including reasonable legal costs) is imposed on or incurred by the Firm in connection with third-party claims or proceedings of public authorities, and this results from information provided by the Client being untrue, unreliable, incomplete or misleading, or from any other breach by the Client of its representations or obligations, the Client shall reimburse the Firm for all such amounts within seven (7) days of the Firm’s request.

The Firm, as a regulated legal professional, may be an obliged institution under the Polish Act of 1 March 2018 on Counteracting Money Laundering and Terrorist Financing in respect of certain services. The Client shall promptly provide all information and documents reasonably requested by the Firm for client due diligence (“Know Your Customer” / KYC) purposes, including as to its beneficial owners and source of funds.

The Firm may conduct sanctions screening (including EU, UN and OFAC lists) of the Client and connected persons. The Firm may refuse to commence, suspend or terminate the engagement, without liability, where due diligence cannot be satisfactorily completed or where performance would, in the Firm’s reasonable assessment, breach anti-money-laundering or sanctions requirements.

The Firm observes the conflict-of-interest rules applicable to attorneys-at-law. The Firm will check for conflicts before accepting an engagement and will inform the Client promptly if a relevant conflict later arises.

Where a conflict of interest arises between the Client and another client of the Firm, the Firm may withdraw from performing the affected services; clause 16 (post-termination obligations under mandatory law) applies accordingly.

The fee for an engagement is set in the Engagement Letter, as a flat (lump-sum) fee, an hourly fee, a monthly retainer, or a combination of these. Any fee estimate is indicative only and not binding, unless expressly agreed as a fixed fee.

Hourly fees are charged for all time reasonably and necessarily spent on the Client’s matters, including drafting, review, translation, legal research, and all substantive communication (calls, video-conferences and e-mails), as well as negotiation and communication with third parties, counterparties, their counsel and public authorities on the Client’s behalf. Time is recorded in six-minute (0.1 hour) increments, each commenced increment being rounded up. Purely administrative tasks (e.g. issuing invoices, file set-up) and non-substantive scheduling are not billed.

Travel time incurred at the Client’s request or with its approval is billed at fifty per cent (50%) of the applicable hourly rate, unless the travel time is used for substantive work on the Client’s matter, in which case it is billed at the full rate.

For hourly-billed work, the Firm provides a time-sheet summary (typically monthly). The Client may raise specific, substantiated objections within five (5) business days of receipt; absent objection within that period, the time-sheet is deemed accepted and forms the basis for invoicing.

The Firm may once per calendar year adjust its hourly rates by the positive annual Harmonised Index of Consumer Prices (HICP) for fees set in euro, or the consumer price index published by the President of the Polish Central Statistical Office (GUS) for fees set in złoty. Such adjustment takes effect from 1 February of the following year and does not require an amendment to the Engagement Letter.

No prohibited contingency. The Firm’s remuneration is not contingent on the outcome of a matter in any manner prohibited by the Code of Ethics of Attorneys-at-Law. Any agreed success component is supplementary to the basic fee and is not, and shall not be construed as, intermediation in the trading of financial instruments within the meaning of MiFID II.

Fees do not include third-party costs and disbursements, such as court and registration fees, stamp duties, notarial fees, qualified e-signature costs, sworn-translation fees, courier and postal charges, official application fees, and necessary travel and accommodation. Such costs are borne by the Client and are charged in addition to the fee.

A single expense below EUR 250 is treated as standard and may be incurred without prior notice where justified for the proper performance of the engagement. The Firm will inform the Client in advance of other than insignificant costs. The Firm may request an advance to cover anticipated disbursements.

The Firm may require an advance or pro-forma payment before commencing work and may withhold commencement until the advance is credited to its account. A flat fee is invoiced on completion of the relevant service (or on the Client’s acceptance, or deemed acceptance, of the delivered work product), and hourly fees following acceptance of the time-sheet, unless the Engagement Letter provides otherwise (e.g. milestone payments).

Invoices are payable within seven (7) days of the invoice date to the account indicated on the invoice. The day on which the Firm’s account is credited is treated as the day of payment.

All fees are net amounts. VAT is added in accordance with applicable law; for cross-border B2B services within the EU the reverse-charge mechanism applies (0%), with the Client accounting for VAT in its jurisdiction. Where the Client is required by its local law to withhold any tax on amounts paid to the Firm, the Client bears that tax and the amount payable is grossed up so that the Firm receives the net amount invoiced. The Client bears all bank-transfer and currency-conversion charges so that the Firm receives the exact net amount.

Fees may be set in euro and, where invoiced in złoty (or vice versa), are converted at the average exchange rate of the National Bank of Poland (NBP) of the day preceding the invoice date.

In the event of late payment the Firm is entitled to statutory interest for delay in commercial transactions. The Firm may suspend any ongoing services where payment is overdue by more than fourteen (14) days, until all outstanding amounts are settled. Regardless of the Client’s indication, the Firm may apply payments received first to interest, then to costs, then to the oldest outstanding fees.

The Firm is entitled to its agreed fee even where the service is not completed, if the Firm was ready to perform but was prevented from doing so for reasons attributable to the Client.

To the maximum extent permitted by applicable law, the Firm is liable only for damage caused by its wilful misconduct (wina umyślna) or gross negligence (rażące niedbalstwo). Liability for ordinary negligence is excluded.

To the maximum extent permitted by applicable law, the Firm’s total aggregate liability arising out of or in connection with the services – whether in contract, tort (including negligence) or otherwise – is strictly limited to the net remuneration actually paid by the Client for the specific service (or module) from which the claim directly arises.

The Client may claim only for direct loss actually suffered (damnum emergens). Under no circumstances is the Firm liable for indirect, incidental, consequential, special or punitive damages, including lost profits (lucrum cessans), loss of revenue, loss of business opportunity, loss of data, loss of goodwill or business interruption, even if advised of their possibility.

Carve-outs. The Firm is not liable for: (a) business decisions taken by the Client on the basis of the Firm’s advice; (b) the acts or omissions of third parties (e.g. notaries, banks, registries, sworn translators, issuing agents, custodians, security administrators, insurers, public authorities), including their delays; (c) changes in law or regulatory practice occurring after the relevant work product was delivered; (d) any modification of the delivered documents made without the Firm’s prior written review and approval; or (e) use of the documents for a business model or purpose materially different from that disclosed to the Firm.

Claims may be directed to the Firm only, and never to individual lawyers acting for the Firm. The limitations in this clause 11 do not apply to liability for wilful misconduct (wina umyślna) or to any liability that cannot be limited or excluded under mandatory law.

Documents, templates, memoranda, opinions and other materials prepared by the Firm (the “Work Product”) are intended for the sole use of the Client for its own purposes. The Client shall not disclose the Work Product to, or permit reliance on it by, any third party for information or reliance purposes without the Firm’s consent; the Firm accepts no liability towards any such third party.

Where the Work Product constitutes a work within the meaning of copyright law, the Firm transfers to the Client the economic copyright (autorskie prawa majątkowe), together with the exclusive right to authorise derivative works, across all fields of exploitation known at the time of the engagement. Such transfer is subject to the condition precedent (warunek zawieszający) of full payment of the fee for the relevant Work Product and takes effect automatically on crediting the full invoiced amount to the Firm’s account. A shortfall below EUR 15 caused solely by bank or FX charges does not prevent the transfer and is added to the Client’s next invoice. Until full payment, the Client may not use, modify, distribute or commercialise the Work Product.

Neither the engagement nor any related claim may be assigned or transferred to a third party without the Firm’s written consent.

The Firm is bound by the statutory professional secrecy of attorneys-at-law (tajemnica zawodowa radcy prawnego) under Article 3 of the Act on Attorneys-at-Law and § 9 of the Code of Ethics. All information, documents and communications provided by the Client in connection with an engagement are treated as strictly confidential (“Confidential Information”) and used solely for performing the engagement.

The confidentiality obligation does not apply to information that: (a) is or becomes public other than through the Firm’s breach; (b) the Firm is legally compelled to disclose by a binding order of a competent court or authority (in which case, where legally permissible, the Firm will notify the Client and disclose only the minimum required); or (c) is disclosed to associates or subcontractors of the Firm involved in the engagement and bound by at least equivalent confidentiality obligations.

The obligation of professional secrecy and confidentiality is indefinite and survives the termination or expiry of the engagement.

The Client shall keep the Firm’s proposals, fee structure and these Terms confidential, and shall not use them in negotiations with other providers.

Upon completion of an engagement, the Client grants the Firm a non-exclusive, royalty-free, worldwide and indefinite licence to use the Client’s name and logo for marketing and informational purposes, including on the Firm’s website (e.g. a “Clients” or “Portfolio” section) and in submissions to legal directories. Such use respects the Client’s good name, is limited to confirming the fact of the engagement, and discloses nothing covered by professional secrecy. The Client may withdraw this consent at any time by documentary notice.

For the purpose of the services, the Firm acts as an independent data controller of the personal data of the Client’s representatives, employees and contact persons, processing it in accordance with Regulation (EU) 2016/679 (GDPR): to conclude and perform the engagement (Art. 6(1)(b)); to meet the Firm’s legal, tax, accounting and professional obligations (Art. 6(1)(c)); and to establish, exercise or defend legal claims as the Firm’s legitimate interest (Art. 6(1)(f)).

Data is retained for the term of the engagement and thereafter for the periods required by tax law and professional rules and until the expiry of limitation periods for claims. Data subjects have the rights of access, rectification, erasure, restriction, objection and portability, and the right to lodge a complaint with the President of the Polish Personal Data Protection Office (UODO). Recipients may include IT and hosting providers, accountants, auditors, cooperating counsel and public authorities. The data is not subject to profiling or automated decision-making other than as required for VAT determination.

Unless the Engagement Letter clearly provides that it is concluded only for the duration of a specific matter, the engagement is concluded for an indefinite period.

Either party may terminate the engagement on one (1) month’s notice in writing or documentary form. The Firm may terminate with immediate effect for a material reason, including the Client’s delay in payment exceeding fourteen (14) days, failure to provide necessary information or documents, an unresolved conflict of interest, or failure of client due diligence.

Where a flat fee has been agreed and the Client terminates, for reasons not attributable to the Firm, before delivery of the relevant work product, the Firm retains the right to the full flat fee as compensation for readiness to perform and work commenced; alternatively, at the Firm’s election, work performed may be billed on a time-and-materials basis not exceeding the agreed flat fee.

Termination does not affect accrued payment obligations, confidentiality, liability or any due success component. Regardless of the notice period, the Firm acts for the Client to the extent and for the time required by mandatory law.

On termination, and provided all invoices are paid in full, the Firm will deliver work-in-progress and, at the Client’s election, return or destroy Confidential Information, subject to the Firm’s right to retain copies necessary to comply with professional record-keeping obligations.

Neither party is liable for delay or failure to perform (other than the Client’s obligation to pay for services rendered) caused by an event of force majeure: an unforeseeable, unavoidable event beyond the affected party’s reasonable control, including natural disasters, war, terrorism, systemic telecommunications or cloud-infrastructure outages, governmental action, and the sudden serious illness or hospitalisation of the attorney preventing performance. The affected party shall promptly notify the other in documentary form.

These Terms and the Engagement Letter constitute the entire agreement on their subject matter and supersede prior negotiations. In case of discrepancy, the Engagement Letter prevails over these Terms.

If any provision is or becomes invalid or unenforceable, the remaining provisions remain in force, and the invalid provision is replaced by an effective provision closest to its intended meaning.

Amendments to an engagement (including the commissioning of further matters) may be made in documentary form, in particular by exchange of e-mails between authorised representatives. Establishing a fixed monthly retainer requires a separate addendum.

The person concluding the engagement on behalf of the Client warrants that they are duly authorised to represent the Client and assume obligations on its behalf without further corporate approval.

The engagement, these Terms and any non-contractual obligations connected with them are governed exclusively by the law of the Republic of Poland. Any dispute is subject to the exclusive jurisdiction of the Polish common court competent for the registered office of the Firm (Poznań).

For the purposes of the Polish Act of 8 March 2013 on Counteracting Excessive Delays in Commercial Transactions, the Firm declares that it has the status of micro enterprise.

Where these Terms exist in more than one language version, the English version prevails in case of discrepancy.