AGREEMENT ON LEGAL SERVICES

GENERAL TERMS AND CONDITIONS

These general terms and conditions (“General Terms and Conditions”) constitute the second part
(“Second Part”) of the Agreement on Legal Services that applies to the provision of legal services to clients
(“Client”) by the respective COBALT law firm (“Law Firm”) indicated in the First Part of this Agreement on
Legal Services (“First Part”). Unless agreed otherwise, both the First Part and the Second Part together
shall constitute Agreement on Legal Services (“Agreement”) entered into with a Client. In case of
discrepancies between the Second Part (General Terms and Conditions) and the First Part, the latter shall
prevail.

1 CLIENT AGREEMENT The party to the Agreement that provides legal

services is always the Law Firm, indicated in the
The Agreement is entered into in writing or in a First Part of the Agreement, and provides those
format reproducible in writing, using the client services as a legal entity (in the case of Law Firms
agreement template prepared by the Law Firm. An in Estonia, Latvia and Belarus) or as a joint
Agreement is regarded as concluded if it is in a venture (in the case of Law Firm in Lithuania). The
format which is also reproducible in writing and if services are not to be constructed as being
the volume, scope and terms of provision of legal provided by a specific attorney or other employee
services are agreed to by e-mail without signing a of the Law Firm providing legal services to the
formal client agreement. Oral client agreements Client. The attorneys and other employees of the
may be entered into only for a one-time purpose Law Firm or the private individuals providing
or for provision of legal services in respect of a services via the Law Firm are not personally liable
clearly defined assignment, and when possible to the Client except when stipulated by law.
these oral agreements should be confirmed by e-
mail. The Law Firm and its attorneys may represent and
defend the Client in all disputes, negotiations and
Legal services are provided on behalf of the Law proceedings out of court and in court, in arbitration
Firm only by members of the Bar Association of tribunals and elsewhere. Limitations on the right of
the jurisdiction where the Law Firm is established representation are agreed to in writing or in a
(the “Local Bar Association”), i.e. attorneys, format reproducible in writing. In particular
senior assistant attorneys and assistant attorneys assignments, e.g. court representations, the Client
respectively, depending upon each jurisdiction will provide a separate power of attorney for
(“attorney” or “attorneys”). Attorneys and senior performing the assignments agreed to in the First
assistant attorneys provides legal services Part of the Agreement.
independently, while assistant attorneys provide
legal services under the supervision of an attorney Engaging external counsel, including law firms
pursuant to the provisions of the Local Bar from abroad, in provision of legal services always
Association. Attorneys may engage other requires prior approval from the Client. In granting
employees working for the Law Firm in provision approval, the Client commits to give instructions to
of legal services. Such employees cannot such external counsel, assess the advice
independently provide legal services to a Client on provided, and assumes liability for payment of
behalf of the Law Firm, but they assist the invoices delivered by external counsel. The Law
attorneys who engage them in provision of legal Firm is not liable for payment of invoices for fees
services under the supervision of, and on the or expenses related to provision of services by
responsibility of those attorneys. Only those external counsel.
attorneys and employees who are actually
engaged in provision of services to the Client are 2 PROVISION OF LEGAL SERVICES
considered as engaged. A list of the persons
providing legal services on behalf of the Law Firm At the outset of provision of legal services, the Law
and the list of other employees is available on the Firm agrees with the Client on the scope of work
website of the Law Firm www.cobalt.legal. to be performed as legal services by the Law Firm.
The scope of work maythereafter be amended by 3 FEES AND INVOICING
agreement between the parties.
Unless agreed otherwise, the Client pays the Law
The legal services provided to the Client by the Firm for legal services based on the hourly fee
Law Firm are based on the facts of the specific rates set out in the First Part of the Agreement.
assignment as provided by the Client. The Client
cannot rely on the advice provided by the Law The amount of the fee for legal services requested
Firm in any circumstances which the Law Firm has by the Client is calculated on the basis of, but not
not analysed prior to providing the advice. limited to the following criteria: (i) the time spent in
fulfilling the assignment; (ii) the qualifications and
Legal services only include the provision of legal experience of the attorney or employee
assistance within the scope of the assignment performing the assignment, and the resources
agreed with the Client. Legal services do not cover required for fulfilling the assignment; (iii) the
advice in other areas (such as any financial, business interest involved; (iv) the risks assumed
accounting, environmental, technical or other (if any) in fulfilling the assignment; and (v) the time
advice). constraints for fulfilling the assignment.

Attorneys and employees of the Law Firm are For the avoidance of doubt, time spent on
qualified to provide legal services only on the basis telephone calls relating to the Client’s matters,
of the law of jurisdiction of the respective Law including calls with the Client, other advisors of the
Firm. Based on its general experience in the Client or opposing counsel will also be charged.
respective area of law, the Law Firm may provide Unless otherwise agreed, the Law Firm will charge
views on issues related to the law of other the Client for time its personnel spends traveling
jurisdictions, but this does not constitute provision in performance of the assignment.
of legal services and the Law Firm does not
assume any liability for the correctness of such The time spent on fulfilling an assignment is
views. recorded in a time tracking system. Unless agreed
otherwise, the minimum time tracking unit is 15
The Client undertakes to provide the Law Firm all minutes.
relevant information and documents concerning
the assignment and to keep the Law Firm informed The amount of fees is determined irrespective of
of facts that change or may be anticipated to whether those fees will be reimbursed to the Client
change. In co-operating with the Law Firm and at as cover for legal expenses or under an insurance
its request the Client will promptly deliver policy acquired for any other reason, or whether,
documents and positions and perform other acts in a given dispute, the losing party is obliged to pay
necessary for timely performance of the the costs of the opposing party.
assignment.
The Law Firm issues an invoice either directly to
The Client undertakes to accept the assignment the Client or to a third person designated by the
carried out by the attorneys and employees of the Client. If the third party designated by the Client
Law Firm and forthwith notify the Law Firm fails to pay an invoice by the due date of payment,
regarding any amendments required. If the Client the Law Firm may readdress the invoice in the
fails to deliver such notification to the Law Firm, name of the Client, and the Client shall pay the
the legal services shall be considered to have invoice by the due date of payment indicated in the
been accepted by the Client. invoice.

Unless otherwise agreed with the Client in writing The Law Firm may unilaterally change its hourly
or in a format reproducible in writing, the Law Firm fee rates but must inform the Client at least 30
does not undertake to amend or update any calendar days in advance in a format reproducible
information, opinions or documents provided to or in writing at the time of or before provision of legal
prepared for the Client after performance of an services. If the Client does not agree to pay the
assignment due to amendments to or revocation fee for provision of legal services on the basis of
of legal acts, development of case law or due to an hourly fee rate(s) that is (are) different from the
apparent or actual changes in any other fee rate(s) set out in the First Part of the
circumstances. Agreement or agreed upon between the parties at
a later date, each party will be entitled to cancel
the Agreement. Cancellation of the Agreement by
the Client does not release the Client from the

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obligation to pay an invoice delivered for legal Upon the Client’s request, the Law Firm will
services provided, and expenses related thereto, provide an invoice in paper form.
up to and including the moment of cancellation.
In case of the agreement with the Law Firm in
Fee estimates are always indicative and are Latvia the Client has been duly advised and
based on information available to the Law Firm at understands that according to Sections 539 and
the time the estimate is given. Unless agreed 540 of the Civil Procedure Law of Latvia invoices
otherwise, fee estimates cannot be regarded as for legal assistance and associated expenses
fixed quotes. issued by attorneys as persons belonging to the
court system, have the force of an executive
Unless otherwise instructed by the Client, the Law document and in the case of non-settlement will
Firm may take such action as it considers be enforced according to the procedure provided
necessary or advisable in order to carry out an for enforcement of judgments.
assignment, and incur reasonable out-of-pocket
expenses on the Client’s behalf. 4 CONFLICT OF INTEREST

The Law Firm invoices on a monthly basis, unless Before accepting an assignment, the Law Firm
otherwise agreed in writing. The term of payment always conducts an internal conflict-of-interest
of an invoice is 10 calendar days. check to verify that the Law Firm can accept the
assignment.
Value added tax is added to fees in the cases and
at the rate set by law. In addition to fees, the Client Notwithstanding such checks, circumstances may
also reimburses direct expenses incurred by the arise that prevent the Law Firm from acting for the
Law Firm in provision of legal services (including, Client in an existing ongoing or future matter. In
but not limited to, translations, photocopying, long these situations, the rules of professional conduct
distance calls, notary fees, stamp duties, etc.). regulating conflicts of interest apply, and the Law
Firm may terminate the Agreement.
If the Client is required to deduct or withhold any
taxes or other sums (such as bank charges) from The relations between the Law Firm and the Client
any amount payable indicated in an invoice in do not create mutual exclusivity. The Client may
whatever circumstances, the Client will pay and use the services of other Law Firms for the
bear such taxes or other amounts and ensure that purpose of fulfilment of any assignment. In
the Law Firm receives the full amount of the addition, the Law Firm retains the rights to render
invoice net of any deduction or withholding. legal assistance to other persons and execute
assignments not connected to the Client’s
If payment of an invoice is delayed, the Law Firm assignment, including providing of services to
may suspend provision of legal services, charge persons operating in the same field as the Client
interest at the rate of 0.06% on the overdue or who might potentially have interests opposite of
amount for each calendar day of delay, and the ones of the Client.
withhold documents prepared for the Client’s
assignment until full payment by the Client of 5 ELECTRONIC COMMUNICATION, IT
amounts overdue. SYSTEMS AND ORIGINAL
DOCUMENTS
The Client will reimburse to the Law Firm all
additional expenses incurred by the Law Firm in The Client agrees to exchange of information
relation to collection of any amounts not paid by electronically. The Client is aware of the risks
the due date of payment by the Client. deriving from electronic communication:
messages may get delayed or lost, confidential
Invoices are sent to the Client in electronic form to and personal information may be intentionally or
the e-mail address indicated in the Agreement and unintentionally modified, stolen or disclosed to
without a physical signature. The Law Firm may third parties. The Law Firm is not liable for the risks
outsource distribution of invoices to Clients to third related to electronic communication of digitally
party professional service provider safeguarding formatted information, provided that the Law Firm
proper maintenance of professional secrecy of has taken all reasonable precautions.
information entrusted to the Law Firm by the
Client. Measures taken to protect electronic
communication and to ensure its confidentiality
and preservation by the Law Firm may in certain

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cases cause communications from the Client to be Client and the value of services purchased by the
blocked or delayed. TheClient is advised to follow Client. Additionally, in certain cases the authorities
up by telephone regarding any messages that are and trustees in bankruptcy may require
particularly time-sensitive or in circumstances in submission of invoices and annexes thereto.
which it is unclear that the message has been duly
received by Law Firm. The Client understands and accepts that such
measures, being mandatory legal obligations of
The Law Firm uses IT systems (including the Law Firm, do not constitute breach of
electronic communication, time tracking, client professional secrecy provisions.
administration and document administration
systems) which contain information on clients of 7 PERSONAL DATA
the Law Firm, the legal services provided to them
and documents related thereto. The Law Firm collects, stores, uses and processes
personal data about the Client and the persons
Unless agreed otherwise, the Law Firm returns to directly related to it (e.g. employees and/or
Client all original documents in its possession in representatives) in accordance with laws
relation to an assignment after completion of the applicable to protection of personal data for,
assignment, rejection of the assignment or amongst others, the purposes of performing the
cancellation of the Agreement. Agreement, administering billing and accounting
systems, maintaining its internal information
6 KNOW YOUR CUSTOMER AND VAT systems, managing client relationships, complying
INFORMATION with its legal obligations and for marketing
purposes.
Under the respective regulation on prevention of
money laundering and terrorist financing, the Law For the purposes of fulfilment of the Client’s
Firm must identify its Client as well as persons assignment the Law Firm will process the personal
acting on the Client’s behalf and the final data of the Client and the persons directly related
beneficiaries of the Client. It is also the Law Firm’s to it (e.g. employees and/or representatives) in the
duty in certain situations to determine the origin of capacity as a personal data processor in
the Client’s assets. The Law Firm may be accordance with laws and regulations governing
obligated to decline or suspend an assignment personal data protection. The Client must inform
and report to the authorities if the Client does not the Law Firm on security measures it requires for
provide the required information, if a transaction is the protection of persona data processing.
suspicious in comparison with previously known
transactions, or if assets are suspected of being If the Client has not separately informed the Law
used for terrorist financing or money laundering. Firm on such security measures, the Client hereby
agrees that the security measures taken by the
Although it is the professional and legal obligation Law Firm correspond to the requirements of the
of the Law Firm to avoid disclosing information Client and applicable law. Persons whose
concerning its Clients and the legal services personal data are processed by the Law Firm are
provided to them, under the applicable mandatory entitled, under law, to obtain information on the
regulation may require the Law Firm to inform the personal data processed by the Law Firm and to
authorities about cash transactions exceeding a request that the Law Firm rectify or erase their
statutory amount, regardless of whether the personal data.
transaction is carried out as a single payment or
as several linked payments, or if it becomes If necessary for the provision of legal services, the
known to the Law Firm or the Law Firm has reason Law Firm may process the personal data of
to suspect that any given transaction being carried another person or the Client obtained on the basis
out in the Client’s name may be related to money of the Agreement or by law, including sensitive
laundering. If it appears to be necessary to give personal data, without the consent of those
notice of money laundering at any time while the persons.
Law Firm is acting in the interests of the Client, it
may not be possible for the Law Firm to inform the The Law Firm may transfer the above referred to
Client about notification or the reasons for it. information about the Client and the persons
directly related to it (e.g. employees and/or
In some cases, the Law Firm may have to provide representatives) to third parties where such
information to the Tax, Revenue and Customs information is needed for the performance of the
authorities on the VAT registration number of a Client’s assignment (e. g. to foreign counsel which

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the Client may ask the Law Firm to engage or to Agreement for employment or provision of
which the Client’s assignment may be transferred, services under another contract.
etc.), as much as it is needed to achieve this
purpose. 9 REFERENCES

8 INTELLECTUAL PROPERTY, The Law Firm may reveal to third persons the fact
CONFIDENTIALITY, NON- that the Client is a client of the Law Firm, the cases
SOLICITATION and assignments in which the Law Firm has
assisted the Client, and the general nature of the
Copyright and other intellectual property rights in services provided to the Client. Contents of the
all attorney work product generated in the course legal services provided to the Client may be
of the assignments by the Law Firm belong to the disclosed without the Client’s consent provided
Law Firm. However, the Client has the right to use that such information has been already legally
such attorney work product for the purposes for published or made accessible to the public in any
which they are provided. other way to at least the same extent. Information
publishable on the basis of the law, including
Subject to Clause 9 of these General Terms and information on public court cases, or published by
Conditions, the Law Firm will keep confidential means of mass media by the Client itself or third
Client information that becomes known to the Law persons may be disclosed by the Law Firm to the
Firm while providing legal services in accordance extent which it has already been published or is
with the rules of professional conduct. subject to publishing pursuant to the law. The Law
Firm may also use the trademark or logo of the
In matters involving publicly listed companies, the Client for that purpose, unless agreed otherwise in
Law Firm must comply with applicable securities writing or in a format reproducible in writing.
rules and apply the Law Firm’s internal policy
relating to insider information and maintain a When the Client publicizes information regarding
register of insiders. the assignment carried by the Law Firm, the Client
shall, to the extent possible, indicate that the legal
If necessary for the provision of legal services, or assistance in relation thereof was provided by the
if the obligation derives from the law, the Law Firm Law Firm.
may disclose to third persons (including notaries,
translators, banks and state authorities) 10 LIMITATION OF LIABILITY
confidential information and documents regarding
the Client without separate consent from the The Law Firm is liable for direct proprietary
Client. If the Client instructs the Law Firm to use damage wrongfully caused to the Client through
the services of other service providers for provision of legal services up to triple the amount
provision of legal services or if the Client agrees of fees paid or payable for legal services. In any
with the use of other service providers suggested case the liability of the Law Firm for damages
by the Law Firm, the Law Firm may, unless clearly caused to the Client through provision of legal
agreed otherwise, disclose to them such services is limited to EUR 1,000,000. The Law
confidential information and materials as the Law Firm is not liable for loss of profit or non-
Firm considers necessary for the overall proprietary damage. Without limiting the generality
performance of the assignment. of the foregoing, if the Client has been advised by
an advisor other than the Law Firm in the same
The Law Firm is also entitled to disclose the matter, the liability of the Law Firm is always also
information entrusted by the Client and/or relating limited to its pro rata share of the total damages.
to legal services provided to the Client by the Law
Firm in the course of internal review and/or The liability of the Law Firm to the Client will be
professional investigation either in disciplinary or reduced by insurance indemnities or
ethics procedure, when the review or investigation compensation for damage received by the Client
is conducted pursuant to rules of the Local Bar under any insurance agreement or under any
Association. other agreement, unless it is contrary to the
Client’s agreement with the insurer or third party
During the period of the Agreement and for 12 or the Client’s rights against the insurer or third
months after its expiry, the Client agrees to avoid party are thereby restricted.
soliciting any lawyer or attorney who worked for
the Law Firm during the validity period of the The Law Firm reserves the right to limit its liability
to a lower amount than stated above subject to

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agreement with the Client, depending on the In some cases, the Law Firm may be obligated or
nature of a particular assignment or part thereof. entitled under the rules of professional conduct to
terminate the Agreement, for example if the Client
The Law Firm is not liable for damage caused by submits falsified evidence or demands that the
advice or documents provided to the Client if they attorney use means or ways that are contrary to
are used for any other purpose than that for which law in order to protect the Client’s interests or
they were originally prepared. demands that the attorney act in a way not in
compliance with the honour and reputation of the
The Law Firm is liable only to the party who attorney or rules of professional ethics, or if a
entered into the Agreement with the Law Firm and conflict of interest exists / arises in fulfilling the
will not accept liability for damage that may be Client’s assignment, or if the Client acts contrary
caused to any third person. to the attorney’s instructions or in any other
manner expresses that the Client has lost trust in
The Law Firm does not assume liability for the attorney, or if the Client gives instructions to
services provided by external counsel (including the attorney that are detrimental to the Client’s
other law firms) irrespective of whether the other interest or clearly useless for performance of an
counsel was engaged on the initiative of the Law assignment, and does not forego demanding
Firm itself or of the Client, provided that the Client compliance with these instructions irrespective of
has been informed about engaging such external the attorney’s explanations.
counsel.
Upon termination of the Agreement, the Client
If the law prescribes the liability of the attorneys or shall pay to the Law Firm fees for legal services
of any employees working for the Law Firm or provided and expenses incurred prior and up to
individuals providing services via the Law Firm, termination of the Agreement.
the limitations of liability set out above also apply
to those persons to the extent permitted by law. If services to the Client under this Agreement are
not rendered for 6 (six) months or longer, the Law
11 TERMINATION OF AGREEMENT Firm shall be entitled (at its own discretion) (i) to
unilaterally change the fees indicated in the First
This Agreement shall come into effect on the date Part of this Agreement; or (ii) to unilaterally
of its execution and shall remain valid until its terminate this Agreement with immediate effect by
termination if not provided otherwise below. serving a respective notice to the Client.

The Client may terminate the Agreement at any 12 GOVERNING LAW

time by notifying the Law Firm in writing or in a
format reproducible in writing. The Agreement is governed by the laws of the
respective jurisdiction of a particular Law Firm, as
The Law Firm may terminate this Agreement at indicated in the First Part of the Agreement.
any time by serving a 14-day prior written notice to
the Client before the termination date, unilaterally 13 CLAIMS
in cases, where the Law Firm has a substantial
reason, provided that such termination does not If a legal service is not in conformity with the terms
contradict rules of professional conduct and that of the Agreement, the Client may: (i) require
the Client interests are duly respected. performance of the obligation; (ii) withhold
performance of an obligation which is due from the
The Law Firm may terminate fulfilment of an Client; (iii) demand compensation for damage; (iv)
assignment with an immediate effect (upon inform withdraw from or cancel the Agreement; (v)
the Client thereof) provided that such termination require a reduction of the fees; (vi) in the case of
does not contradict rules of professional conduct if a delay in performance of a monetary obligation,
the Client fails to pay an invoice for legal services demand payment of default interest.
when due. An invoice overdue for over 30 days
constitutes a fundamental (material) breach of the The Client who has a complaint or claim regarding
Agreement, and the Law Firm may then terminate the activities of an attorney or employee of the Law
the Agreement extraordinarily with an immediate Firm shall submit a complaint to the Law Firm in a
effect (upon informing the Client thereof) format reproducible in writing. The complaint must
irrespective of the assignment for the performance clearly set out a description of the Client’s rights
whereof the Agreement has been entered into. that have been violated, and the circumstances of
the violation. Any existing evidence regarding

6
violation of the Client’s rights must be appended internal rules available on the website of the
to the complaint. Estonian Bar Association: www.advokatuur.ee.

A claim for damages must be presented to the Law In case of the agreement with the Law Firm in
Firm in writing. The Client shall be required to file Latvia:
a claim for damages during 12 months from the
moment of receiving the legal service from the The Client has a right to refer the dispute also to
Law Firm or from the moment when the the Council of Sworn Attorneys of Latvia in
assignment or a substantial part of it can accordance with the procedure for out-of-court
reasonably be considered to have been resolution of disputes between attorneys and their
completed, whichever occurs first. If the Client fails clients approved by the Council of Sworn
to file the claim during the said period, the right of Attorneys of Latvia. The aforementioned
the Client to file the claim shall expire. procedure is available on the webpage
www.advokatura.lv.
If the Client’s claim against the Law Firm is based
on a claim by a third party (including the public In case of the agreement with the Law Firm in
authorities) against the Client, the Law Firm may Lithuania:
respond to and settle the claim or make an
agreement on the Client’s behalf with the party a) disputes where the monetary value of the
filing the claim, provided that the Law Firm principal claim is less than €50,000 are settled by
indemnifies the Client for any direct damage courts and the parties agree that the venue of such
related to it. If the Client settles a claim, competent courts shall be Vilnius, Republic of
compromises or otherwise takes action relating to Lithuania (the agreed territorial jurisdiction), and b)
the claim without the Law Firm’s consent, the Law disputes where the monetary value of the principal
Firm has no liability for the claim. If the Client is claim is over €50,000 are settled by the arbitration
compensated by the Law Firm or by the insurers in Vilnius Court of Commercial Arbitration in
of the Law Firm in respect of a claim, the Client accordance with its Rules. The number of
assigns the right of recourse against third parties arbitrators shall be three. The venue of arbitration
to the Law Firm or its insurers. shall be Vilnius, Lithuania. The language of
arbitration shall be English.
14 DISPUTES
15 NOTICES
Any dispute, controversy or claim arising out of or
relating to the Agreement is settled by negotiation. All notices, requests, demands and other
communications between the parties under this
Should negotiations fail, the parties are entitled to Agreement shall be made in writing and shall be
apply to their respective courts of law. deemed to have been duly given when delivered
in person, sent by courier mail, registered mail or
In case of the agreement with the Law Firm in ordinary mail, fax or e-mail at the addresses of the
Estonia: parties indicated in the First Part of the
Agreement.
a) disputes where the monetary value of the
principal claim is less than €50,000 are settled by Each party shall forthwith notify the other party
Harju County Court as the court of first instance, about any change of its contact details indicated in
and b) disputes where the monetary value of the the First Part of the Agreement.
principal claim is over €50,000 are settled by the
Arbitration Court of the Estonian Chamber of 16 AMENDMENTS
Commerce and Industry under the Rules of the
Arbitration Court. The Law Firm may unilaterally amend these
General Terms and Conditions from time to time,
The court of honour of the Estonian Bar notifying the Client by e-mail at least 30 calendar
Association adjudicates matters related to days in advance. The Law Firm publishes
attorneys’ fees contested by a Client or to the amendments to the General Terms and
reasonableness of a claim for expenses for legal Conditions on its website www.cobalt.legal. The
services under the conciliation procedure. The Client that does not agree with an amendment to
rules of procedure of the court of honour are set the General Terms and Conditions may terminate
out in the Estonian Bar Association Act and in the the Agreement in line with Clause 11 of the
General Terms and Conditions.