- General Terms & Conditions-

1. Application and scope of engagement

1.1 These general terms and conditions (the “Terms”) apply to all advice and other services provided by Advokatfirman Sallnäs AB (the ”Law firm”) to our clients. By engaging us, you accept to be bound by these Terms.

1.2 If it is possible to define the scope of engagement at the outset thereof, the scope may be documented in written form, e.g. in an e-mail or in an engagement letter. The scope may thereafter be changed or modified.

1.3 Applicable legislation may require us to obtain and retain satisfactory evidence of the identity of our clients. We may, therefore, require you to provide such evidence of yourself, your company and of people involved on your behalf during an engagement. New clients may be asked to give professional references.

2. Giving of advice

2.1 Our advice is specific to the circumstances in the individual engagement, the facts presented to us and to your instructions. Consequently, the advice may not be relied on in any other matter or used for any purpose other than for which the advice was given.

2.2 The Law firm provides only advice on the laws of Sweden as at the date of the advice. We assume no responsibility for, and we will not be liable to update, the advice given to take into account any changes in the law after the date of the advice.

2.3 If we engage or work together with other professionals, any such engagement will be on your behalf and any such professional is independent of us. We shall assume no responsibility or liability for recommending them to you or for advice given, or for work carried out, by them.

3. Communication 

3.1 We communicate with our clients in different ways, including the Internet and by e-mail. These involve security and confidentiality risks for which we do not accept any responsibility or liability. In case you do not accept these means of communication, you must instruct us in writing before engaging us.

3.2 Our spam and virus filters may sometimes reject legitimate e-mails and you should always follow-up on important e-mails by telephone.

4. Fees, expenses, invoices and payment

4.1 Our principles for charging fees follow the code of conduct established by the Swedish Bar Association (the “Code”). Our fees are normally determined based on different factors, e.g. time spent, complexity, special professional experience required for the engagement and time constraints.We are, however, prepared to discuss alternative fee arrangements.Wherever possible, we will provide you, upon request, with an estimate of our likely fees and an update on the fees incurred. Estimates are based on the information available at the time of giving the estimate and shall not be regarded as a fixed quote.

4.2 If we incur expenses, these will be added to the fees. Expenses may include incidental costs e.g. registration fees, travelling, catering and courier services.

4.3 All fees and expenses are stated without value added tax, which will be added according to applicable legislation.

4.4 We normally send invoices on a monthly basis. We may send you preliminary (on account) invoices. In such case, the final invoice will state the full amount of our fees from which the payments “on account” will be deducted.

4.5 We may request an advance payment. Such payment will be used to settle future invoices.

4.6 Each invoice sets out a due date, normally thirty (30) days from the date of the invoice. If an invoice is not paid on the due date, overdue interest, corresponding to the Bank of Sweden Base Rate plus eight (8) per cent, will be charged from the due date until receipt of full payment.

4.7 If you instruct us to address an invoice to someone else, we may accept your instruction only if it is evident that this will not violate any laws, if we have been able to identify the addressee and if you, on our first written demand, pay any amounts not paid by such addressee on the due date.

5. Intellectual property right

The copyright and other intellectual property rights in work products that we generate for you, vest in us although you have the right to use such work products for the purpose for which they were produced.

6. Confidentiality

6.1 We will protect any information that you disclose to us in accordance with the Code. We may, in some cases, be required by law or permitted by the Code, to disclose such information.

6.2 When a specific matter has become publicly known, we may disclose our involvement as we deem appropriate, including on our website. However, such disclosure may only contain information that is already publicly known.

7. Limitation of liability

7.1 We will be liable for any loss or damage suffered by you as a result of negligence or other breach of contract by us.

7.2 Our liability to you will be reduced by any amount which may be obtained under any insurance maintained by you, or for you, or under any contract or indemnity to which you are party or beneficiary.

7.3 We will not accept any liability for any loss or damage suffered as a result of events beyond our control.

7.4 If, at your request, we accept that a third party may rely on our advice or work product – or if we, at your request, issue certificates, legal opinions or similar, to a third party – this will not in any way affect our liability. Any amount payable to such third party, will reduce our liability vis-à-vis you with the corresponding amount (and vice versa).

7.5 We will in no case, other than as a consequence of intentional acts or gross negligence, accept liability for damage or loss exceeding an aggregate amount of SEK ten million (10,000,000). In case our fees(excluding value added tax) in the specific matter to which your damage or loss refers do not exceed SEK one million (1,000,000), our liability as above will not exceed five (5) times our fees (excluding value added tax) in that same matter.

8. Termination of engagement

8.1 You may terminate, at any time, our engagement by notice in writing. In such case you must still pay our fees for services provided and expenses incurred prior to receipt by us of such written notice.

8.2 Law and the Code may provide for circumstances that require or allow us to decline or withdraw from representing you. If we decide to terminate our engagement, you must still pay our fees for services provided and expenses incurred prior to the date of termination.

8.3 We will conduct a search for potential conflicts of interest before accepting an engagement. Despite such search, conflicts of interest may turn out to exist or may arise during an engagement and this may preclude us from representing you in any pending or future matter. It is therefore important that you provide us with all information that you believe may be relevant to establish whether any actual or potential conflict of interest exists (such information should always include identity of your counter party and any other party that has or may have an interest in the specific matter). Should a conflict of interest turn out to exist or arise during an engagement and should this preclude us from representing you in any pending or future matter, you must still pay our fees for services provided and expenses incurred prior to the date of termination. This shall not apply, however, if we have been negligent when conducting the search for potential conflicts of interest.

8.4 Upon termination of our engagement, we will keep work products, and other documents, for a period of time which we deem reasonable and adequate, however always at least for a period during which we are required by law or the Code to keep such work products or other documents. We may not always be able to meet a request by you to return (without making a physical copy) or destroy a document or a work product. If you instruct us to empty our electronic files, we will observe such request if permitted by law and the Code. We will always, however, retain a physical copy of such documents or electronic files. Further, in case such work is time-consuming, we would normally charge for time spent in connection therewith.

8.5 We will normally not keep original documents on our files, but will normally send them to you by courier services.

9. Amendments 

9.1 These Terms may be amended, changed or modified (jointly “Amendments”) by us and the current version may always be viewed on our website, www.sallnaslaw.se. Such Amendments will become effective only for matters that were initiated after publication on our website of the amended version.

9.2 The Terms are produced in English and Swedish. The English version shall prevail for clients domiciled outside of Sweden and the Swedish version shall prevail for clients domiciled in Sweden.

10. Governing Law and Dispute Resolution

10.1 The Terms and our engagement and any other matter on which we have advised or failed to advise, shall be governed by and construed in accordance with Swedish law.

10.2 Any dispute, controversy or claim arising out of or in connection with the Terms or our engagement and any other matter on which we have advised or failed to advise, shall be finally settled by arbitration in accordance with the Expedited Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The seat of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English.

10.3 All arbitral proceedings conducted with reference to section10.2, and all information disclosed during such proceedings, as well as any decision or award made, shall be kept strictly confidential and may not be disclosed to a third party without the written consent by the other party. A party shall, however, not be prevented from disclosing such information for preserving its rights against the other party or if the party is required by law, stock exchange regulations or similar to make such disclosure.

10.4 Notwithstanding section 10.2, the Law firm shall always be entitled to commence proceedings to collect any amounts due in any court having jurisdiction over you or over any of your assets.

These General Terms and Conditions have been established on 17 April, 2012.