These General Terms and Conditions (”Terms”) apply to all services provided by Kampen Law Firm (”Firm”) to its clients unless otherwise agreed in writing. By engaging the Firm, the client agrees to these Terms.

1. Services
   • The client engages Firm to provide consulting services concerning business and data privacy under the agreement between the parties, including these Terms (“Services”).
   • The Services are provided as hourly invoiced consulting except where the parties have in writing agreed on fixed fee element for determined deliverables.
   • The scope of the consulting services will be as agreed between the Firm and the client in writing before the engagement commences and as thereafter amended in writing by the parties.
   • The engagement commences only when client has indicated that it orders the Services and the Firm have in writing confirmed its acceptance.
   • The Firm shall perform its services with professionalism, diligence, and in compliance with all applicable laws and regulations.
   • For the avoidance of doubt, the services provided by the Firm shall not be understood as legal services or professional legal advice and the services are not rendered by qualified lawyers or attorneys-at-law.

2. Fees and Expenses
   • The Firm charges fees based on an hourly rate, unless otherwise agreed in writing.
   • The Firm may request an advance payment before commencing work.
   • In addition to fees, the client shall reimburse the Firm for necessary and reasonable expenses incurred in connection with the assignment provided that the client has approved such expenses in writing.
   • Value-added tax (VAT) will be added to all invoices in accordance with applicable laws.
3. Invoicing and Payment
   • The Firm shall issue invoices to the client based on the following schedule, unless otherwise agreed in writing:
     • For hourly engagements, invoices will be issued monthly
     • For fixed-fee projects or milestone-based engagements, invoices will be issued upon the completion of each agreed milestone or deliverable.
     • Final invoices for completed engagements will be issued within fourteen (14) days of completion of the services.
   • Payment terms are 14 days from the date of the invoice unless otherwise stated.
   • In case of late payment, interest on overdue amounts will be charged in accordance with the Interest Act (633/1982).
   • If the client disputes an invoice, they must notify the Firm in writing within 14 days of the invoice date.
   • Payments made to the Firm, including fees for services rendered, are non-refundable. This includes where the client terminates the engagement before the completion of the Services, except where required by applicable law.
   • The Firm’s hourly rates and fees may be subject to periodic adjustments, including but not limited to annual increases or inflation-related revisions. For active engagements, the Firm shall provide the client with written notice of any adjustments at least thirty (30) days prior to the revised rates taking effect. Adjustments to hourly rates shall not apply to fixed-fee elements already agreed prior to the notice unless the scope is being changed or amended.

4. Confidentiality
   • The Firm shall maintain the confidentiality of information provided by the client in connection with the provision of the Services (“Confidential Information”).

• • Confidential information does not include information that is:
    • in the public domain not by breach of the Terms;
    • known by the Firm or its representatives at the time of disclosure;
    • lawfully obtained by the Firm from a third party other than through a breach of confidence;
    • independently developed by the Firm; or
    • expressly indicated by the client as not confidential.
  • The Firm shall manage Confidential Information provided with a high standards of security. This includes implementing reasonable technical and physical safeguards to protect the confidentiality, integrity, and accessibility of such information.
  • Either party disclose information if required by law, a court order, or an authority’s bind-ing decision. In such cases, the Firm will, if permitted, notify the client in advance of the disclosure. The Firm may also disclose information to its legal advisers, accountants, and other parties that provide services to the Firm, provided they have entered into an appropriate non-disclosure agreement with the Firm.
  • The Firm’s obligation of confidentiality shall cease when three (3) years have passed from the latest engagement between Firm and the client provided that the Firm have either erased, destroyed or returned all Confidential Information in its possession.
  • The client agrees to treat all information related to the agreement confidential, including but not limited to the Terms, pricing and correspondence. Information shall not be disclosed to third parties without the Firm’s prior written consent. This confidentiality obligation shall survive the termination.

5. Data Privacy
   • The Firm processes personal data in accordance with applicable data protection laws, including the EU General Data Protection Regulation (GDPR).
   • Details of how personal data is processed are outlined in the Firm’s Privacy Policy.
   • The provision of services shall not form joint controllership or processor-controller relationship and the Firm shall be regarded as independent data controller.

6. Conflict of Interest
   • The Firm conducts conflict checks before provision of the services ensuring that there are no other clients or business partners that connect to the client.
   • If a conflict arises during the course of provision of the services, the Firm can with immediate effect cease providing services to the client.

7. Limitation of Liability
   • The liability of either party, whether arising from contract, tort, or otherwise, shall be limited to the total amount invoiced by the Firm and paid by the client for the specific services giving rise to the claim. In no event shall either party’s liability exceed five thousand euros (€5,000) in total for any claim or series of claims.
   • Neither party shall be liable for any indirect, incidental, consequential, special, or exemplary damages, including but not limited to loss of profits, business opportunities, or anticipated savings, even if such damages were foreseeable or if advised of the possibility of such damages.
   • The liability limitations set forth in this clause shall not apply to damages arising from a party’s gross negligence, willful misconduct, or deliberate breach of confidentiality obligations.

8. Deliverables
   • Deliverables shall mean any results, reports, recommendations, analyses, documents, or other materials developed, prepared, or provided by the Firm in connection with the Services directly connecting and named in the offer letter or similar.
   • The client shall review and notify the Firm in writing within seven (7) days of receipt of any deliverable regarding any deficiencies or necessary corrections. If no feedback is provided within this timeframe, the deliverable shall be deemed accepted.
   • The Firm will deliver all agreed deliverables in accordance with the timelines specified in the written agreement between the parties. Any delays caused by the client, including delayed provision of necessary information or approvals, may result in adjustments to the delivery schedule.
   • The Firm agrees to make reasonable revisions to deliverables if requested by the client within the acceptance period and if such revisions fall within the agreed scope of Services. Additional revisions outside the scope may be subject to additional fees.
   • Unless otherwise agreed in writing the client shall own all rights, title, and interest in deliverables specifically prepared for and paid for by the client. The Firm retains ownership of its pre-existing materials, methodologies, templates, tools, and know-how incorporated into any deliverables, granting the client a non-exclusive, royalty-free, worldwide licence to use such materials solely for internal purposes.
   • Unless specified otherwise in writing, deliverables will be provided in a digital format agreed upon between the parties (e.g. PDF or Word).

9. Reference and Marketing
   • The Firm may reference the client’s name, logo, and a general description of the services provided in its marketing materials, presentations, proposals.
   • The Firm may request the client’s feedback, testimonial, or participation in a case study related to the services provided. Such use require the client’s prior approval.
   • The Firm agrees to refrain from disclosing any Confidential Information or sensitive details about the engagement without the client’s explicit written consent.

10. Force Majeure
    • Neither party shall be liable for any delay or failure to perform its obligations under these Terms if such delay or failure arises from events beyond its reasonable control, including but not limited to natural disasters, war, terrorism, pandemic, government actions, labour strikes, or disruptions of internet services.
    • The affected party shall promptly notify the other party of the force majeure event and make reasonable efforts to mitigate its impact.
    • If a force majeure event continues for more than thirty (30) days, either party may terminate the affected services with written notice to the other party.

11. Termination of Services
    • The client may terminate the services at any time by providing seven (7) days’ prior written notice to the Firm. In cases where the parties have agreed on fixed-fee deliverables or milestones, termination shall result in pro-rata invoicing for services performed up to the effective date of termination, including any completed deliverables or milestones.
    • The Firm may terminate the engagement with immediate effect upon written notice to the client in the event of:
      • the client’s failure to pay any fees within fourteen (14) days of a written reminder;
      • the client’s material breach of these Terms or failure to provide necessary instructions or cooperation required for the Firm to deliver the Services; or
      • any legal or ethical obligation preventing the Firm from continuing the engagement.
    • The engagement may be terminated by mutual agreement of both parties, with terms regarding pending deliverables, fees, and expenses agreed upon in writing.
    • Upon termination:
      • The client shall pay for all services rendered and expenses incurred up to the termination date, including any outstanding invoices or pro-rata amounts for partially completed work.
      • The Firm shall promptly deliver to the client all completed deliverables for which payment has been received.
      • The Firm shall return or securely destroy any Confidential Information in its possession in accordance with the confidentiality clause, unless otherwise required by law.
    • The termination of this agreement shall not affect any provisions that by their nature are intended to survive termination, including but not limited to clauses related to confidentiality, intellectual property, limitation of liability, and governing law.

12. Governing Law and Dispute Resolution
    • These Terms and all services rendered by the Firm to the client are governed exclusively by the laws of the Republic of Finland, without regard to conflicts of law.
    • Any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitration of the Finland Chamber of Commerce. However, at the request of a party, the Arbitration Institute of the Finland Chamber of Commerce may determine that the Arbitration Rules of the Finland Chamber of Commerce shall apply instead of the Rules for Expedited Arbitration, if the Arbitration Institute considers this to be appropriate taking into account the amount in dispute, the complexity of the case, and other relevant circumstances.
    • The arbitration shall be carried out remotely when feasible and when physical seat is deemed required by Arbitration Institute it shall be Helsinki, Finland.
    • The language of the arbitration shall be English, evidence may, however, be submitted in all of the Scandinavian languages, including also the Finnish language.
    • The Firm may, however, also take legal action in the District Court of Helsinki or other competent court of law in respect of any unpaid invoiced amounts.

13. Amendments and Modifications
    • These Terms may only be amended or modified by a written agreement signed by authorized representatives of both parties.
    • Any changes to the scope, timeline, or fees for the Services shall be agreed in writing by both parties before taking effect.

14. Subcontractors
    • The Firm may engage subcontractors to perform parts of the Services, provided that the Firm remains fully responsible for the performance of such subcontractors.
    • The Firm shall ensure that any subcontractors engaged adhere to the confidentiality and data protection obligations set forth in these Terms.

15. Notices
    • All notices required under these Terms shall be in writing and sent to the addresses or email addresses specified in the agreement or otherwise communicated by the parties.
    • Notices shall be deemed received:
      • if sent by email, upon confirmation of successful transmission;
      • if sent by registered mail, seven (7) business days after dispatch.

16. Severability
    • If any provision of these Terms is found to be invalid or unenforceable by a competent authority, such provision shall be severed from these Terms, and the remaining provisions shall remain in full force and effect.
    • The parties agree to negotiate in good faith to replace any invalid or unenforceable provision with a valid and enforceable one that achieves, as closely as possible, the original intent of the provision.

17. Entire Agreement
    • These Terms, along with any other written agreements or appendices, constitute the entire agreement between the parties concerning the Services and supersede all prior agreements, understandings, or communications, whether oral or written.
    • In the event of a conflict between these Terms and any agreement between the parties, the specific agreement shall prevail.