General Terms and Conditions
These General Terms and Conditions (hereinafter as “GTC”) apply to any legal and other services provided by the law firm Dagital Legal, s.r.o., with its seat at Nové Záhrady I/9, 821 05 Bratislava – mestská časť Ružinov, Slovenská republika, IČO: 50 881 761, registered in Commercial Registry of District Court Bratislava I, division Sro, Insert no. 119339/B and in the list of companies authorized to provide legal services maintained by the Slovak Bar Association, VAT No .: 2120509853, VAT ID No .: SK2120509853 (hereinafter referred to as "we" or "Office")
1. Definitions and introductory provisions
For the purposes of these GTC:
“Protected Materials“ means Legal Documentation, which by its nature is intended only for internal use of the Client and its staff or demonstration of compliance before supervisory authorities, in particular but not only impact assessments, balance tests, records of processing activities, internal policies, methodologies and tools, GDPR reports, differential analyzes, outputs from the Data Protection Monitoring service, etc .
"Intellectual Property" means the Materials, Protected Materials, Legal Documentation, Trademarks, Labels, Know-How, Website Content, or any other subject matter protected by intellectual property rights such as designs, utility models, trademarks, designations, slogans, logos, designations of origin, patents, inventions, any copyrighted works or databases protected by copyright, the trade secret of the Office or other confidential information and materials owned or exercised by the Office;
"GDPR" means Regulation No. 2016/679 (General Data Protection Regulation);
"Marketing Materials" means any marketing materials, articles, blogs, guides, quotations, presentations, seminars, trainings, webinars, searches, and similar materials or information belonging to or bearing the designation of the Office;
"Commercial Code" means Act no. 513/1991 Coll., Commercial Code, as amended;
"Trademarks" means the registered and unregistered trademarks of the Office, in particular the word mark "dagital";
"Designations" means the designation "dagital" or "dagital legal", including combinations with other designations;
"Legal documentation" means any legal documents such as contracts, memoranda, analyzes, reports, differences analyzes, GDPR reports, GDPR-related documentation, sample documents or any other written works that the Office creates in providing legal advice;
"Know-How" means any knowledge, experience, results, specializations, procedures, recommendations, guidelines, opinions, statistics, objectives, visions, business strategies, marketing strategies and any other information generated by the Office's activities and relating to its operation;
"Client" means a legal or natural person using legal services within the meaning of these GTC;
"Parties" means the Office and the Client together, each separately as a "Party";
1.2 Scope. These GTC apply to any legal services provided by the Office, if the Contracting Parties so agree.
1.3 Acceptance of GTC. The Client accepts and undertakes to comply with the following GTC:
a) by signing a written contract for the provision of legal services, which refers to these GTC;;
b) accepting the offer of legal services of the Office, which refers to these GTC (including email);
c) by visiting and using the Website (only to the extent applicable to the use of the Website);
d) violation of the license conditions specified in these GTC;
e) in another way, which clearly implies the Client's obligation to comply with these GTC.
1.4 Subject of GTC. The subject of these GTC is the regulation of mutual rights and obligations of the Contracting Parties in the provision of legal services of the Office. In the event of a conflict between these GTC and a separate contract for the provision of legal services concluded between the Parties, the contract shall prevail. The subject of these GTC are also other special agreements between the Parties concerning in particular the use of the Website, documentation and intellectual property of the Office.
1.5 Contact details. General contact details of the Office are: firstname.lastname@example.org, + 421 911 195 133, Dagital Legal, s.r.o., Nové Záhrady I / 9, 821 05 Bratislava - Ružinov district, Slovak Republic. The contracting parties are obliged to notify each other of changes in contact details, while the original contact details apply until the notification of new contact details. Communication (whether written or electronic) which is returned to one Contracting Party from already invalid contact details, the change or update of which the other Contracting Party was obliged to notify the Contracting Party sending the communication, shall be deemed to have been delivered.
1.6 Supervision. The activities of the Office in advocacy matters are supervised by the Slovak Bar Association, Kolárska 4, 813 42 Bratislava (www.sak.sk), in matters of personal data processing by the Office for Personal Data Protection of the Slovak Republic, Hraničná 12, 820 07 Bratislava 27, Slovak Republic (www.dataprotection.gov.sk) and in matters of consumer protection and electronic commerce by Slovak Trade Inspection, P. O. BOX 29, Prievozská 32, 827 99 Bratislava (www.soi.sk).
2 Legal Services
2.1 Compliance with regulations. The Office provides legal services in accordance with the Advocacy Act and the statutes of the Slovak Bar Association, in particular the Bar Code.
2.2 Represenation. The Office is entitled to be represented by another lawyer, trainee or employee of the Office within the scope of its authorization, while such representation may not be against the will of the Client. The Client expressly agrees that the Office may be represented by the persons listed on the Website within the scope of its authorization.
2.3 Insurance. The office is insured in the event of liability for damage that could arise from the provision of legal services with a limit of indemnity of at least 1.500.000 EUR. The provision of non-legal services is not covered by the Office's liability insurance.
2.4 Language. Legal services, these GTC or a separate contract on the provision of legal services are offered to the Client primarily in the Slovak language; after a special agreement, they may also be provided in the English language.
2.5 Other services. These GTC also apply to any non-legal services provided by the office. In the event that it turns out that the legal services provided by the Office are not legal services, the Parties have agreed to apply these GTC to the given services to a reasonable extent.
3. Remuneration and payment terms
3.1. Remuneration. The Office's remuneration for legal services provided to the Client is agreed between the Contracting Parties, in particular in a separate contract for the provision of legal services, in the form of acceptance of the Office's offer (including acceptance by email) or reference to the price offer on the Website. The office is entitled to demand a reasonable advance payment.
3.2. Maturity and Invoicing. The general maturity of the Office's remuneration for legal services is 15 days, unless the Parties have agreed otherwise in a separate contract. Legal services The Office invoices on a monthly basis in arrears, unless the Parties have agreed otherwise. If the Parties have agreed on monthly invoicing, each invoice of the Office shall be based on a detailed overview of the time spent on entry in the format: day, time and a detailed description of the legal services provided. These data are recorded by the Office on a daily basis and are available at any time for the Client's notification. If the Parties have agreed on a fixed remuneration, the Office shall not record and report the time spent on the assignment. Any invoicing according to these GTC or License Conditions takes place exclusively in electronic form.
3.3. Additional costs. The remuneration includes all costs of the Office related to the provision of legal services, except for cash expenses and compensation for loss of time in accordance with Decree no. 655/2004 Coll. of Ministry of Justice on the fees and compensation of lawyers for the provision of legal services. The Office's flat-rate costs relating to telecommunications, postal and transport costs represent 5 percent of the total remuneration and the Office is entitled to charge these costs retrospectively.
3.4. Tarrif Remuneration. In the event that no remuneration for legal services has been expressly agreed between the Parties, the Parties have agreed on an hourly remuneration for legal services of 150 EUR excluding VAT payable monthly in arrears with a maturity of 15 days or a tariff remuneration with the same maturity, whichever is higher.
3.5 Inflation. In case the cooperation of Parties continues into another calendar year, the Client agrees that with the effect as of January 1st of such new calendar year, the hourly rate of the Office is automatically increase by average level of inflation for services in the previous calendar year in which legal services have been offered. For this point to apply it is not required for the legal services to be provided during the whole previous calendar year.
4 Rights and obligations of the Parties
4.1 GTC. The Client is obliged to comply with these GTC, a separately agreed contract with the Office and the License Conditions. In the event of a breach of these GTC or an individually agreed contract for the provision of legal services, the Client is obliged to immediately notify the Office of this fact. The general business or other conditions of the Client or a third party do not apply to the provision of legal services by the Office, unless the Contracting Parties expressly agree otherwise.
4.2 Confidentiality. The Office is obliged to maintain confidentiality about the facts of which it learned in connection with the performance of advocacy pursuant to Section 23 of the Advocacy Act. The obligation of professional secrecy does not apply in the case of an obligation imposed by law to prevent the commission of a criminal offense or to the permitted publication of the Office's reference in the sense of the following point. The duty of confidentiality applies to all persons used by the Office to provide legal services (employees, advisers, cooperating lawyers, trainees, etc.). The obligation to maintain confidentiality continues even after any Termination (as defined below).
4.3 References. It is common practice for law firms to provide basic information on clients and the content of legal advice in a general form for the purposes of national or international law firm evaluations, as references on their own website, in marketing materials or in the provision of legal services offers. The Client agrees that the Office will state this basic information about the Client and the legal advice provided, together with the indication of the Client's logo on the Website or other materials. The Office undertakes to proceed with the use of references in a manner in which no sensitive information about the Client and the content of legal advice will be disclosed. The Office may not use the reference if this would jeopardize the Client's interests. Example of a general reference format used by the Office:
"Client's business name / Client's group - provision of legal advice in the field of personal data protection, including delivery of differential analysis of compliance with GDPR and preparation of standard documentation.".
4.4 Liability for damage. The Office is liable to the Client for damage caused by the provision of legal services pursuant to Section 26 of the Advocacy Act. The Client shall be liable to the Office in particular for damage caused by a breach of its obligations under these GBTC.
5.1 Marketing materials. The Client may not make available, provide, disseminate or publish Marketing Materials outside his organization without the express written consent of the Office.
5.2 Maximum scope of protection. Even if the specific rights of the owner, author or executor of intellectual property rights have not been applied in accordance with the relevant legal regulations, they shall be applied in accordance with the agreement of the Contracting Parties and these GTC to the maximum extent on a contractual basis. In the event of a breach of these license conditions or in the event of non-payment of remuneration for the use of the Materials by the Client, the Client and any person with Intellectual Property are obliged to immediately terminate the use and return it to the Office.
5.3 License Terms for Materials. The Client and anyone to whom the Materials are intended are entitled to use them if they comply with the basic license restrictions of the Office consisting in keeping the Trademark, Mark or references to these GTC or the license conditions of the Office on the Materials for the entire period of their authorized use. The license to use the Materials is non-exclusive and limited to the intended purpose (i.e., normal use of the Materials), without the right to sublicense to third parties and without the right to commercially use the Materials.
5.4 License Terms for Protected Materials. The Client and anyone who becomes acquainted with, disposes of or comes into contact with the Protected Materials is obliged to comply with the following license conditions:
a) commercial use of the Protected Materials without special agreement with the Office, in particular, the resale or licensing or impersonation of the author, owner or executor of the rights to the Protected Materials, e.g. by removing Trademarks or Marks or references to the Office;
b) publish Protected Materials in any way, regardless of the manner and form of publication;
c) change in any way the structure, logic and arrangement of the Protected Materials prepared by the Office;
d) create a new work on the basis of the Maximum Protected Intellectual Property, in particular in any way combining or combining elements of the Intellectual Property with other information, materials and results of the creative intellectual activity of the Client or any third party;
e) any use of the Protected Materials outside the Client's group to the extent that is not necessary for the proper use of the Office's legal services for the Client's needs; for the avoidance of doubt, the Client is liable for violation of this prohibition objectively regardless of the cause and reason of prohibited distribution or reproduction of Protected Materials beyond the Client's needs in using the Office's legal services (e.g. the Client is responsible for any prohibited use of Intellectual Property compromise by cyber attack or attack from within as a result of illegal actions of the Client's employee and / or advisor)
f) any other use of the Maximum Protected Intellectual Property, which is capable of causing damage to the Office or enriching another person at the expense of the Office or without paying a reasonable remuneration to the Office for the use of the Maximum Protected Intellectual Property.
5.5 The Client is entitled to use the Protected Materials only for purposes expressly related to legal services, in particular to ensure compliance with legal regulations. In the case of court, administrative or other proceedings, the Client is entitled to provide Protected Materials without the consent of the Office of a public authority only if it is necessary to exercise or protect the Client's rights (i.e. it is not possible to exercise or protect the rights otherwise) or if such obligation arises. To the Client by law, in which case the Client is obliged to notify the Office of this fact and refer the public authority to these GTC, which continue to apply to Protected Materials and prohibit further dissemination, provision, publication, disclosure, change and further use and exploitation of Protected materials in conflict with these GTC. The Client may not provide the Protected Materials to other persons outside his group without the consent of the Office. This prohibition also applies to the provision of Protected Documentation to other lawyers or advisers, whether or not they are bound by a duty of confidentiality to the Office. The Client is obliged to respect the opinion of the Office that he will not give consent to the provision of legal documentation to a specific person. The Client is obliged to specify in a detailed manner the reasons and specific purposes for which another lawyer or adviser needs to become acquainted with the Protected Documentation. In such a case, the Office is entitled to propose an alternative form of providing information necessary for the activities of another lawyer or adviser, which will not endanger the Intellectual Property of the Office and the Client is obliged to respect such a measure. cases worthy of special consideration, the Office will also grant consent to the Protected Documentation on the condition that persons who become acquainted with the legal documentation undertake to comply with these GTC, including the provision of security in the event of their violation. These cases worthy of special consideration are mainly due diligence (legal and other audits) performed during the sale of the Client or its partNothing at this point shall prevent the Client from freely disseminating the content or information captured or resulting from the Protected Documentation in a manner where the content and information will be summarized by the Client in a different (own) form and form as used in the Protected Materials, without violating other provisions. of these GTC and the Intellectual Property will not be endangered. Any other use of the Protected Materials is subject to the prior express written consent of the Office.
5.6 Reporting Violations of License Terms. The Client or anyone else who learns of a breach of the license restrictions and prohibitions of these license conditions is obliged to notify the Office of the fact without delay, regardless of whether it is a breach by him or by any other person. Violation of this obligation by the Client establishes a claim for damages caused by the violation of the Office's Intellectual Property also against the Client, regardless of whether the Client violated the Office's intellectual property rights under these GTC or generally binding legal regulations.
5.7 Data Protection Monitoring. The Client is entitled to freely use and distribute the outputs from the Data Protection Monitoring service only within its group. The Client or anyone else may not publish or otherwise use the outputs of the Data Protection Monitoring service without the consent of the Office.
5.8 Contractual penalty. For each individual breach of the obligation to obtain consent from the Office for the use of Protected Materials or for serious breaches of license conditions under these GTC, the infringing party is obliged to pay the Office a contractual penalty of 50,000 EUR without VAT (fifty thousand euros), which does not affect the Office's right to compensation for damage caused by a breach of the obligation.
6 Duration and Termination
6.1 Duration. The duration of the relationship between the Office and the Client is always defined separately in the agreement between the Contracting Parties. The duration may also be agreed in the framework form, where the Client is entitled to request the Office's advice at any time under the framework conditions agreed upon.
6.2 Termination. The relationship between the Office and the Client - as regulated by the Advocacy Act and the statutes of the Slovak Bar Association - lasts even after fulfillment of the mandate, termination of legal services, termination of cooperation, or any termination of the contract for legal services or these GTC "Termination") at least to the extent of maintaining confidentiality, License Terms, references, and other provisions of these GTC or a separately agreed contract, the nature of which implies that they should continue after Termination. Termination by resignation from the Office is regulated in Section 22 of the Advocacy Act.
6.3 Refund of Performance. In the event of any Termination, the Contracting Parties shall not return the services already provided (including remuneration), unless otherwise stated in these GTC.
6.4 Right to monetary performance. The right to monetary performance for services already provided or the right to a refund of funds of any Party arising before the Termination or arising as a result of the Termination shall not expire and the obligated Party shall satisfy it without delay, no later than 10 days from the Termination.
7.1 Applicable law and jurisdiction. These GTC as well as any relations and possible disputes between the Parties shall be governed by and construed in accordance with Slovak law. The competent Slovak courts have exclusive jurisdiction to decide disputes between the Parties. The Parties have agreed that, in the alternative, the Commercial Code shall apply to these GTC aswell as any other relations and possible disputes between the Contracting Parties..
7.2 License conditions in the GTC. For the avoidance of doubt, these GTC apply to all Intellectual Property, regardless of whether the subject enjoys protection under the relevant legislation or not, and this subject will provide maximum legal protection in accordance with these GTC.
7.3 Change of GTC. The Office is entitled to change these GTC at any time, even without stating a reason, and the change is effective by publishing these GTC on the Website and stating the date of publication. The Contracting Parties may deviate from the provisions of these GTC by agreement, including the agreement by e-mail.
In Bratislave, September 2020
Dagital Legal, s.r.o.