General Terms

Legal services on behalf of the Law Firm are provided exclusively by members of the Bar Association (“Attorneys”) in the jurisdiction where the Law Firm is registered (“Local Bar Association”). In delivering legal services, Attorneys may involve other individuals employed or otherwise engaged by the Law Firm. These individuals are not permitted to provide legal services to the Client independently; they may only assist Attorneys and must work under their supervision. A list of persons providing legal services on behalf of the Law Firm, as well as a list of other employees, is available on the Law Firm’s website at www.cobalt.legal.

The Client shall be notified in advance if a need arises to engage other external professionals, including other COBALT offices or law firms in different jurisdictions. The Law Firm accepts no liability for fees or expenses charged by such external professionals. The Client agrees to reimburse any fees and expenses charged by external professionals engaged with the Client’s approval.

The Law Firm’s legal services may not be used for illegal purposes, including to facilitate money laundering, breach or circumvent the sanctions requirements, or in any manner that knowingly and unlawfully harms or abuses criminal laws, human rights or the environment. Notwithstanding the aforesaid, upon the Law Firm’s request, the Client shall also provide sufficient information regarding the use of its legal services to enable the Law Firm to further assess their potential impact. Our commitment to respect human rights does not impair the Client’s right to legal representation.

The Law Firm provides legal services only. No other services such as financial, accounting, environmental, or technical advice are provided by the Law Firm.

The Law Firm may express views on matters relating to the law of other jurisdictions; however, such views do not constitute legal advice, and the Law Firm cannot be held liable for their accuracy.

The Client is responsible for providing the Law Firm with all relevant information and documents related to the Assignment and shall keep the Law Firm informed of any changes in circumstances.

If the Client does not raise reasonable objections to the legal services provided within one month of receiving the relevant advice or work product, the Client shall be deemed to have accepted the legal services and any related claims and complaints are expired.

Following completion of the Assignment, the Law Firm is not obliged to amend or update any information, opinions, or documents supplied to or prepared for the Client as a result of amendments to or revocation of legal acts, developments in case law, or changes in circumstances.

The Client shall pay the Law Firm for legal services provided, in accordance with the provisions set out in the Special Terms or as otherwise agreed between the Client and the Law Firm via email.

The Law Firm will charge the Client for the time its personnel spend commuting to the Client or to any third party or institution in the course of providing services, as well as for telephone calls relating to the Client’s matters, including calls with the Client, the Client’s other advisers, or opposing counsel.

The Law Firm records the time spent on the Assignment using a time-tracking system. The minimum time-tracking unit will not exceed 15 minutes.

The Law Firm is entitled to unilaterally change the agreed hourly fee rates by giving the Client at least 30 calendar days’ notice. If the Client does not accept the new hourly rates, the Client may terminate the Agreement by notifying the Law Firm within 20 calendar days of the date of notice. If the Agreement is not terminated, the new rates will apply.

Fee estimates provided by the Law Firm are always indicative and based on the information available to the Law Firm at the time the estimate is given.

The Law Firm may select the lawyers assigned to a particular Assignment and may change the lawyers during the Assignment, if necessary, in which case reasonable onboarding time will be charged to the Client.

The Law Firm may take any action it considers necessary or advisable to carry out the Assignment and may incur reasonable out-of-pocket expenses in performing the Assignment (including, but not limited to, costs associated with travel, translations, notary fees, stamp duties, courier services, and obtaining information from databases). The Client agrees to pay for such out-of-pocket expenses in addition to the fees.

The Law Firm invoices on a monthly basis. The payment term for an invoice is 10 calendar days. If the Client does not raise reasonable objections to the invoice within the payment deadline, the Client shall be deemed to have accepted the invoice, and all basis to contest the invoice are waived.

Value-added tax (VAT) will be added to fees in the cases and at the rate set by law.

If the Client is required to deduct or withhold any taxes or other amounts (such as bank charges) from any amount payable under a Law Firm’s invoice, the Client shall pay and bear such taxes or other amounts and ensure that the Law Firm receives the full amount of the invoice as if no such deduction or withholding were required.

If payment of an invoice is delayed, the Law Firm may suspend the provision of legal services and/or charge interest at the rate of 0.1% per day on the overdue amount until full payment is received from the Client.

The Client shall reimburse the Law Firm for any expenses incurred in relation to the collection of overdue amounts, including legal costs in their full amount incurred.

The Client has been informed that, under Latvian law¹, invoices for legal assistance and associated expenses issued by members of the Latvian Bar Association are executive writs. Failure to settle the invoice may result in enforcement in accordance with the procedure laid down for the enforcement of judgments.

¹Sections 539 and 540 of the Latvian Civil Procedure Law.

Before accepting any Assignment, the Law Firm conducts an internal conflict-of-interest check to ensure that it is free to accept the Assignment under Local Bar Association rules.

Notwithstanding these verification procedures, circumstances may arise that prevent the Law Firm and/or its Attorneys from acting for the Client in an ongoing or future matter. In such situations, the rules of professional conduct of the Local Bar Association regarding conflicts of interest shall apply, and the Law Firm may terminate the Agreement.

The Agreement does not create mutual exclusivity. The Client may use the services of other law firms. The Law Firm and its Attorneys may provide legal assistance to other persons and undertake assignments unrelated to the Assignment, including providing services to persons operating in the same industry as the Client or to persons whose interests may potentially be adverse to those of the Client.

The Client agrees to communicate electronically with the Law Firm. The Law Firm utilises both internal and external IT services, systems, and applications – including, but not limited to, email, file-sharing services, chat platforms, and video calls (some of which may use artificial intelligence (AI) technology) – to enhance efficiency and the delivery of legal services. The Client acknowledges and agrees that the Law Firm may use AI tools and technologies in the course of performing the Assignment.

The Client is aware of the risks associated with the use of these resources: messages may be delayed or lost, and confidential or personal information may be intentionally or unintentionally altered, stolen, or disclosed to third parties. Although the Law Firm implements appropriate security measures to mitigate these risks, it cannot be held liable for any loss or damage, nor for any failure to fulfil its obligations, resulting from cyber attacks or any unauthorised access to, or interference with, the Law Firm’s IT resources, systems, or communication channels.

Measures taken by the Law Firm to protect IT resources and electronic communications, and to ensure their confidentiality and preservation, may, in certain cases, block email communications from the Client. The Client should follow up important email messages by telephone or request confirmation of receipt from the Law Firm.

Where the Client instructs or requires the Law Firm to access, use, or deliver any services (including machine translation) through third-party IT tools, platforms, or software (including AI-powered tools), such use is entirely at the Client’s risk. The Law Firm accepts no responsibility or liability for any loss or damage arising from, or in connection with, the Client’s selection, provision, use of, or reliance on outputs from any such third-party tools, even where the Law Firm has assisted in identifying, operating, obtaining outputs from, or interfacing with them.

The Law Firm is not obliged to store or make available any documents or information relating to a completed Assignment.

Under regulations concerning the prevention of money laundering, terrorist financing, non-proliferation, and the application of financial sanctions (“AML Rules”), as well as under applicable sanctions regulations, the Law Firm is, in certain circumstances, required to identify the Client, persons acting on the Client’s behalf, ultimate beneficiaries of the Client, and other related information. The Law Firm may also request information regarding the origin of the Client’s assets or other relevant circumstances to better understand the Client. The Law Firm may be obliged to decline or suspend an Assignment, report to the authorities, and comply with their lawful instructions if the Client fails to provide the required information, if a transaction is suspicious, or if there is suspicion of terrorist financing, money laundering, or the circumvention or violation of international or national sanctions (e.g. EU, US, UN, or others).

The Client hereby authorises the Law Firm to share information and documentation collected during the Client’s identification and due diligence (KYC) process with other partner law firms, should such data be required for the provision of advice to the Client.

Although the Law Firm is professionally and legally obliged to avoid disclosing information concerning its clients and the legal services provided to them, applicable law may require the Law Firm to inform the authorities of transactions involving the use of cash in excess of defined thresholds, or if it becomes aware of, or has reason to suspect, that any transaction or monetary operation is suspicious, or in other cases prescribed by the AML Rules and/or applicable sanctions regulations. If it becomes necessary for the Law Firm to notify the authorities of issues relating to money laundering or sanctions regulations while representing or advising the Client, the Law Firm may be legally prohibited from informing the Client about the notification or the reasons for it.

In certain cases defined by law, the Law Firm may be required to provide information to the tax, revenue, and customs authorities regarding the Client’s VAT registration number and the value of services purchased by the Client. Additionally, in some cases, authorities, administrators and trustees in bankruptcy or insolvency may require submission of invoices issued by the Law Firm and their annexes.

The Law Firm may also make information available to outsourced service providers if it has outsourced certain activities related to AML Rules, and/or applicable sanctions regulations, and to commercial banks and other providers of financial services, to enable them to fulfil their statutory obligations related to the enforcement of AML Rules and/or applicable sanctions regulations.

The Client understands and accepts that such measures, being mandatory obligations of the Law Firm or necessary to maintain relationships with its contractual partners (in particular, commercial banks), do not constitute a breach of professional secrecy provisions.

Under Council Directive (EU) 2018/822 (“DAC6”) and the national laws implementing DAC6 in Latvia, Lithuania and Estonia, certain cross-border arrangements may be reportable to the relevant tax authorities. Due to our confidentiality obligations and legal professional privilege, we will not report such arrangements unless the Client expressly instructs us to do so in writing. If the Client does not provide such written instruction, the Client is responsible for ensuring that any required reporting is made by the Client and/or the Client’s other advisers. The Client acknowledges that our confidentiality obligations may prevent us from informing the Client’s other advisers of any DAC6 reporting obligations. If the Client instructs us to do DAC6 reporting, such work will be outside the scope of the agreed services unless expressly agreed otherwise, and will be billed separately in accordance with our applicable hourly rates/fee arrangements.

The Law Firm reserves the right to suspend or terminate the provision of legal services if information concerning the activities or transactions of the Client, or persons related to the Client, comes to light which does not correspond to the Law Firm’s risk appetite, policies, or procedures regarding the prevention of money laundering, terrorist financing, fraud, or other crimes; suggests a potential violation of applicable AML Rules, and/or applicable sanctions regulations; or raises reputational, regulatory, or legal concerns. The Client acknowledges and agrees that, in such circumstances, suspension or termination of the provision of legal services may occur immediately and shall not constitute a breach of, or give rise to any claim under, this Agreement.

The Law Firm shall not be liable for any loss or damage caused to the Client and/or other persons, directly or indirectly, as a result of the Law Firm’s compliance with its duties under these terms and/or as mandated by the law.

The Law Firm processes personal data relating to the Client and individuals directly associated with the Client (e.g. employees, representatives, and counterparties) in the course of providing legal services, in accordance with applicable legislation, including the General Data Protection Regulation (2016/679) and relevant national data protection laws.

The Client confirms that it has a lawful basis for transferring personal data to the Law Firm and, where required, that data subjects have been informed of the Law Firm’s Privacy Notice, which is available at www.cobalt.legal.
The Client must promptly inform the Law Firm of any specific processing requirements it may have in respect of personal data transferred to the Law Firm.

For the purposes of fulfilling the Client’s Assignment, the Law Firm acts as a data controller when processing personal data.

The Privacy Notice available at www.cobalt.legal explains how the Law Firm collects and uses information when acting as a data controller in the provision of legal services.

Copyright and all other intellectual property rights in any work product generated by the Law Firm in the course of the Assignment shall belong to the Law Firm. However, the Client may use such work product for the purposes for which it was provided.

Subject to the law and the provisions of Clauses 8 and 9 of these General Terms, and with the limitations set out in Clause 6, the Law Firm will keep confidential any Client information that comes to its knowledge while providing legal services, in accordance with the rules of professional conduct.

In matters involving publicly listed companies, the Law Firm will comply with applicable securities laws, apply its internal policy relating to insider information, and maintain a register of insiders. The Client must inform the Law Firm if a matter is to be treated as an insider matter.

Where necessary for the provision of legal services, or where required by law, the Law Firm may disclose confidential information and documents relating to the Client to third parties (including notaries, translators, banks, and state authorities) without separate consent from the Client. If the Client instructs the Law Firm to use the services of other providers or agrees to the use of such providers as suggested by the Law Firm, the Law Firm may, unless otherwise expressly agreed, disclose to them such confidential information and materials as it considers necessary for the proper performance of the Assignment.

The Law Firm is also entitled to disclose information entrusted to it by the Client, or relating to legal services provided to the Client, in the course of internal review and/or professional investigation, including disciplinary or ethics procedures, where such review or investigation is conducted under the rules of the Local Bar Association.

During the term of the Agreement and for 12 months following its expiry or termination, the Client agrees not to actively solicit any lawyer or attorney from the Law Firm who was involved in the provision of legal services to the Client, acknowledging that the Law Firm has invested in its staff to ensure the highest standard of legal advice across the full spectrum of legal services.

The Law Firm may disclose to third parties the fact that the Client is a client of the Law Firm, the Assignments in which the Law Firm has assisted the Client, and the general nature of the services provided. Additional information regarding legal services provided to the Client may be disclosed by the Law Firm without the Client’s consent if, and to the extent that, such information has entered the public domain prior to disclosure by the Law Firm. The Law Firm may use the Client’s trademark or logo in connection with the permitted provision of such information.

If the Client provides information to the media regarding an Assignment carried out by the Law Firm, the Client will, where possible, indicate that legal assistance in relation to the matter was provided by the Law Firm.

The Law Firm is only liable for direct loss wrongfully caused to the Client in the provision of legal services, up to a maximum of three times the amount of fees paid or payable for the Assignment. The Law Firm shall not be liable for loss of profit, non-pecuniary loss or other similar losses and/or inconveniences. Without limiting the generality of the foregoing, if the Client has received advice in the same matter from an advisor other than the Law Firm, the Law Firm’s liability shall in all cases be limited to its pro rata share of the total loss.

The Law Firm’s liability to the Client shall be reduced by any insurance indemnities or compensation for loss received by the Client under any insurance policy or other agreement, unless this would be contrary to the Client’s agreement with the insurer or third party, or would restrict the Client’s rights against the insurer or third party.

The Client undertakes to indemnify the Law Firm against any claim by a third party related to the Assignment and to compensate all costs involved that may occur in relation thereto. The aforesaid applies also in cases where costs arise after the Assignment has been completed. The Law Firm shall not be liable for loss arising from advice or documents provided to the Client if used for any purpose other than that for which they were originally prepared.

The Law Firm is liable only to the person who entered into the Agreement with the Law Firm and shall not be liable for any loss suffered by any third party.

The Law Firm does not accept liability for services provided by other law firms (including other COBALT offices) or external professionals, regardless of whether they are engaged at the initiative of the Law Firm or the Client, provided that the Client has been informed of their engagement. The Client acknowledges that the Law Firm engages such professionals on the basis of separate agreements, and these General Terms do not bind those professionals. If other COBALT offices are engaged, their services will also be subject to these General Terms. However, the Special Terms will apply to the Law Firm signing the Agreement, unless otherwise agreed in the Special Terms.

The liability of the attorneys or other persons engaged by the Law Firm in the provision of legal services is excluded to the extent permitted by law.

The Client may terminate this Agreement at any time by notifying the Law Firm in writing or by e-mail.

The Law Firm may terminate this Agreement for any reason by providing the Client with at least 14 calendar days’ prior written notice, either in writing or by e-mail. The Law Firm may also terminate the Agreement with immediate effect for a valid reason (for example, in the circumstances specified in Clause 6 of these General Terms). Valid reasons for immediate termination by the Law Firm include, but are not limited to: the emergence of a conflict of interest; the Client’s material breach of this Agreement; the Client’s failure to pay the Law Firm’s fees and costs in a timely manner; the Client’s refusal to cooperate with the Law Firm or to follow the Law Firm’s advice on a material issue; or any fact or circumstance that would render the Law Firm’s continued representation unlawful or unethical. This includes situations where the Law Firm identifies activities or facts suggesting the use of criminal proceeds, terrorist financing, fraud, or related offences; where information arises regarding the activities, transactions, or relationships of the Client or related persons that is inconsistent with the Law Firm’s risk appetite, policies, or procedures concerning the prevention of money laundering, terrorist financing, fraud, or other financial crimes; where there is a potential violation of applicable AML Rules and/or applicable sanctions regulations; or where the Law Firm has reputational, regulatory, or legal concerns.

The Client acknowledges and agrees that, in such circumstances, termination may occur immediately and shall not constitute a breach of, or give rise to any claim under, this Agreement.

Upon termination of the Agreement, the Client shall pay the Law Firm any outstanding fees for legal services provided (including possible success fees, should the prerequisites be otherwise fulfilled), as well as any expenses incurred up to and including the date of termination.

If a new Agreement is entered into between the Client and the Law Firm, any previous Agreements between the parties shall terminate on the date the new Agreement is concluded. For the avoidance of doubt, this does not apply to project-based contracts or engagement letters, which shall continue to apply to their respective projects.

This Agreement is governed by the laws of the jurisdiction in which the Law Firm is registered.

If the Client has a complaint or claim regarding the activities of the Attorney or any other person engaged by the Law Firm in performing an Assignment, it must be submitted to the Law Firm in writing. Any claim for damages must be filed against the Law Firm no later than 12 months from the date the relevant legal service was provided. After 12 months, the Client’s right to file a claim will expire.

If the Client’s claim against the Law Firm is based on a claim by a third party (including public authorities) against the Client, the Law Firm may, on behalf of the Client, respond to and settle the claim with the third party, provided that the Law Firm indemnifies the Client for any direct damage arising from it. If the Client settles a claim, compromises, or otherwise takes action relating to the claim without the Law Firm’s consent, the Law Firm shall have no liability for the claim. If the Client is compensated by the Law Firm or its insurers in respect of a claim, the Client shall assign the right of recourse against third parties to the Law Firm or, if requested by the Law Firm, to its insurers.

Any dispute, controversy, or claim arising out of or relating to this Agreement shall be settled by negotiation.

Failing amicable settlement, any such dispute shall be submitted either to the competent court or to arbitration pursuant to the rules set out below.

For Agreements with Advokaadibüroo COBALT OÜ:

a) Where the Client is domiciled, resident, or has its registered office in a Member State of the European Union, any dispute shall be submitted to the exclusive jurisdiction of Harju County Court as the court of first instance;

b) The court of honour of the Estonian Bar Association adjudicates matters related to attorneys’ fees contested by a Client or to the reasonableness of a claim for expenses for legal services. The rules of procedure of the court of honour are set out in the Estonian Bar Association Act and in the internal rules available on the website of the Estonian Bar Association: www.advokatuur.ee;

c) Where the Client is domiciled, resident, or has its registered office outside the European Union, any dispute shall be finally settled by the Arbitration Court of the Estonian Chamber of Commerce and Industry in accordance with its Rules of Arbitration. The number of arbitrators shall be 3 (three). The seat of arbitration shall be Tallin, Estonia. The language of the arbitral proceedings shall be English.

For Agreements with ZAB COBALT SIA:

a) Where the Client is domiciled, resident, or has its registered office in a Member State of the European Union, any dispute shall be settled by the competent courts of the Republic of Latvia;

b) The Client may refer the dispute to the Council of Sworn Advocates of Latvia in accordance with the procedure for out-of-court resolution of disputes between the attorneys and their clients approved by the Council of Sworn Advocates of Latvia. The rules of procedure are available on the webpage www.advokatura.lv;

c) Where the Client is domiciled, resident, or has its registered office outside the European Union, any dispute shall be finally settled by the Latvian Chamber of Commerce and Industry Court of Arbitration in accordance with its Rules of Arbitration. The number of arbitrators shall be 3 (three). The seat of arbitration shall be Riga, Latvia. The language of the arbitral proceedings shall be English.

For Agreements with Law Firm Norkus and Partners COBALT:

a) Where the Client is domiciled, resident, or has its registered office in a Member State of the European Union:
- disputes where the amount of the principal claim is less than EUR 50,000 shall be settled by the competent courts of the Republic of Lithuania, and
- disputes where the amount of the principal claim exceeds EUR 50,000 shall be finally settled by the Vilnius Court of Commercial Arbitration in accordance with its Rules of Arbitration. The number of arbitrators shall be 3 (three). The seat of arbitration shall be Vilnius, Lithuania. The language of the arbitral proceedings shall be English;

b) Where the Client is domiciled, resident, or has its registered office outside the European Union, any dispute shall be finally settled by the Vilnius Court of Commercial Arbitration in accordance with its Rules of Arbitration. The number of arbitrators shall be 3 (three). The seat of arbitration shall be Vilnius, Lithuania. The language of the arbitral proceedings shall be English.

All notices, requests, demands, and other communications under this Agreement must be in writing or sent by e-mail, and will be deemed duly given when delivered in person, sent by courier, registered mail, ordinary mail, or e-mail to the addresses of the Parties as indicated in the Special Terms.

Each Party shall promptly notify the other Party of any change to its contact details as indicated in the Special Terms.

The Law Firm may unilaterally amend these General Terms at any time by notifying the Client by e-mail at least 30 calendar days in advance. The Law Firm will publish amendments to the General Terms on its website at www.cobalt.legal. If the Client does not agree with an amendment to the General Terms, the Client may terminate the Agreement in accordance with Clause 11 of the General Terms.