GENERAL TERMS AND CONDITIONS MOLL WENDÈN

1. Application and interpretation

1.1 These general terms and conditions apply to all services provided to customers by Moll Wendén Advokatbyrå, (“Moll Wendén” or “we”, “us”, “our”).

1.2 The code of conduct established by the Swedish Bar Association as well as other applicable bar associations (including the Council of Bars and Law Societies in Europe (CCBE) in respect of cross-border activities within the European Economic Area) also apply to our services.

1.3 For the purposes of these general terms and conditions and, if any, the engagement letter, “services” shall include advice as well as other services, and all parts and aspects of a matter shall altogether be considered to be one single “engagement” irrespective of whether it involves several entities or individuals, refers to several instructions (given on the same or on different occasions), is dealt with by separate teams within Moll Wendén, addresses several areas of law or whether separate invoices are issued or we are acting for several entities or individuals.

2. Identification and personal data

 

In order to fulfil our engagement with you or your entity Moll Wendén may gain access to personal data concerning you, your employees and other individuals relevant to the matter. Such data will be processed according to our Integrity Policy.

3. Services

3.1 For each engagement, one of our partners will be primarily responsible for the services we provide to you (the “engagement partner”). That partner has discretion to deploy those lawyers and other staff as he or she deems necessary or desirable to ensure appropriate delivery of the services.

3.2 Our services and work products are tailored only to the circumstances, facts and instructions presented to us in the particular engagement. We are entitled to assume that those circumstances, facts and instructions are accurate and complete.

3.3 We do not provide financial or accounting advice or advice on the merits of an investment or a transaction. Nor do we provide recommendations from a commercial perspective as to whether or not you should consummate a particular investment or transaction.

3.4 We do not provide advice in respect of or based on the laws of any other jurisdiction than Sweden unless the Moll Wendén lawyer in question is qualified in another jurisdiction and we have agreed to provide advice on the laws of that jurisdiction. Based on our general experience in dealing with other jurisdictions we may express views on legal issues in another jurisdiction. This is merely intended to provide the benefit of our experience and does not constitute advice that you may rely on. Such advice must instead be obtained from lawyers qualified in the relevant jurisdiction.

3.5 Whilst it is our policy to inform our customers and others of legal developments on an ad hoc basis by way of general updates and marketing material, our advice is given to you on the basis of the law as at the date of the advice. We do not undertake to update the advice to take into account changes in the law after that date.

4. Communication

4.1 We communicate with our customers and other parties involved in a matter in a variety of ways, including through the Internet and by e-mail. Although these are effective means of communication they involve security and confidentiality risks for which we cannot accept any responsibility. If you would prefer that we do not communicate through the Internet or by e-mail in relation to any particular engagement, please advise the relevant engagement partner.

4.2 Our spam and virus filters and security arrangements may sometimes reject or filter out legitimate e-mails. Accordingly, you should follow-up important e-mails by telephone.

5. Intellectual property rights

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 purposes for which they were provided. Unless otherwise expressly agreed, no document or other work product generated by us may be generally circulated or used for marketing purposes.

6. Confidentiality and disclosure

6.1 We will protect the information you disclose to us in an appropriate manner and in accordance with the code of conduct. We are however in certain instances required by law or permitted by the code of conduct to disclose such information.

6.2 Where we agree to carry out an engagement for more than one customer, we have the right to disclose such materials and other information that one of the customers has imparted to us to the other costumers. In some cases we also have a professional obligation to disclose such materials and information to the other customers.

6.3 If we engage or liaise with other advisers or professionals in the course of an engagement, we may communicate to them all materials and other information which we believe may be relevant to assist them in advising or carrying out other work for you. The same applies to materials and other information that we have obtained as a consequence of the checks and verifications carried out by us according to clause 2.1.

6.4 We may be required by law to provide information to the tax authorities about your VAT number and the amounts we have invoiced you. By engaging us you are deemed to have consented to us providing this information to the tax authorities.

6.5 When a particular matter has become publicly known we may announce our participation for marketing purposes. Such announcement may only contain information about the matter that is already in the public domain. In those situations we may also, unless you advise us otherwise, display your logotypes in our publicity material. This also applies if you, in relation to a matter that is not publicly known, have expressly agreed that we announce our participation.

7. Fees and expenses

7.1 Our principles for charging fees follow the code of conduct and our fees are normally determined on the basis of a number of factors such as time spent, the complexity of the work, the qualifications, experience and resources required, the amounts involved, the risks assumed (if any) by Moll Wendén, time constraints and the result achieved.

7.2 Upon request we can, wherever possible, provide you with an estimate of our likely fees at the outset of an engagement and update you on the fees incurred as work progresses. Estimates are based on information available to us at the time and cannot be regarded as fixed quotes.

7.3 We are likely to incur certain expenses in addition to our fees, which we expect you to pay. The expenses may include such incidental costs as registration fees, registry search fees, fees of other advisers and professionals, travelling, temporary workers, catering, telephone conferences and extensive photocopying.

7.4 All fees and expenses are exclusive of value added tax, which will be charged where appropriate.

8. Invoicing and payment

8.1 Our normal practice is to send invoices on a monthly basis. We may send you preliminary (on account) or final invoices. Preliminary invoices may not include an exact assessment of the full amount due, but will give a broad indication of the work performed. In such cases, the final invoice for the matter or part of the matter will set out the total amount of our fees and expenses with the fees and expenses payable according to any preliminary invoice deducted.

8.2 In certain cases we may request an advance payment. Such payment will be used to settle future invoices. The total amount of our fees and expenses for the engagement may be more or less than the amount of the advance payment.

8.3 Each invoice sets out its due date (normally not less than 15 days from the invoice’s date). If an invoice is not paid, default interest on the balance owing will be charged from the due date until receipt of payment at the default interest rate determined by the Swedish Interest Act.

8.4 In Swedish litigation and arbitration, the losing party is normally ordered to pay the costs (including legal fees) of the winning party. This is however not always the case. Under certain circumstances, the costs will not be recoverable at all or only in part. Irrespective of whether you should be the winning or losing party or not be granted full compensation for your costs, you must pay our fees for services rendered and expenses incurred in representing you in litigation or arbitration.

8.5 If our fees and expenses are to be financed by an insurance you must still pay our fees and expenses to the extent they exceed whatever is paid out under the insurance.

8.6 If you ask us to address an invoice to someone else, we may accommodate your request only if it is evident that the arrangement will not violate any laws, the identity and other matters outlined in clause 2 have been verified in respect of the addressee, and that you, on demand, will promptly pay any amounts which have not been paid by the due date. No customer relationship with such addressee is assumed.

8.7 If in relation to amounts payable to us you are required under the applicable tax regime to withhold or deduct any amount, you will also pay to us an amount equal to that withheld or deducted so that the amount received by us always corresponds to that payable to us.

9. Liability and limitations

9.1 Your relationship is with Moll Wendén alone and not with any other entity or individual associated with Moll Wendén (even if your express or implied intention is that the services be carried out by specific individual(s)). Hence, no party (be it an entity or an individual) other than Moll Wendén shall have any liability for services provided except as may be provided under mandatory law. Without limiting the generality of the foregoing, any entity and individual associated with Moll Wendén (for instance shareholders, directors, managing directors, employees or consultants) shall have the benefit of these general terms and conditions and any engagement letter insofar as they limit their liability. Financial limits will, in those instances, relate to Moll Wendén and the associated entities and individuals on an aggregated basis.

9.2 We have for the business appropriate professional liability insurance. Our liability for any loss or damage suffered by you as a result of our fault or negligence shall be limited to amounts payable under this insurance.

9.3 Our liability to you will be reduced by any amount which may be obtained under any insurance maintained by or for you or under any contract or indemnity to which you are a party or a beneficiary, unless it is contrary to the agreement with such insurance provider or other third party or your rights against such insurance provider or other third party will be prejudiced thereby.

9.4 Other advisers and professionals shall be deemed to be independent of us (and irrespective of whether we have engaged them or if you have engaged them directly). Hence, we assume no liability for other advisers or professionals including, without limitation, for choosing or recommending them or for their advice or other services provided. This applies regardless of whether they report to us or to you.

9.5 If we together with another adviser or professional have joint liability for the same loss or damage and if you have, or are considered to have, accepted any exclusion or limitation of liability in relation to the other adviser or professional, our total liability to you shall be reduced by the amount of the contribution we would have been able to recover by recourse from that adviser or professional if its liability to you had not been so excluded or limited (and regardless of whether or not that other adviser or professional would have been able to pay the contribution to us).

9.6 We shall not have any liability for any loss or damage suffered as a result of the use by you of our work products or advice in any other matter or for any other purpose than for which they were given. Except as provided in clause 9.10, we shall not have any liability to any third party through the use by you of our work products or advice.

9.7 We will not assume any liability for loss or damage suffered by means of tax being imposed or the risk of tax being imposed on you as a result of our services.

9.8 We cannot be held liable for any loss or damage suffered by you directly or indirectly as a consequence of our compliance with the code of conduct or the statutory obligations we understand are incumbent on us, e.g. those outlined in clauses 2.1, 2.2 and 6.4.

9.9 We will not accept any liability for any loss or damage suffered as a result of events beyond our control, which events we reasonably could not have anticipated at the time we accepted the engagement and whose consequences we could not reasonably have avoided or overcome.

9.10 If we, at your request, agree that an outside party may rely on our work products or advice, this will not increase or otherwise affect our liability to our disadvantage, and we can only be held liable to such outside party to the extent we would have been liable to you. Any amount payable to an outside party as a result of such liability will reduce our liability to you correspondingly and vice versa. No customer relationship with such outside party is assumed. The aforesaid also applies if we, at your request, issue certificates, opinions or the like to an outside party.

10. Complaints and claims

10.1 If, for any reason, you are dissatisfied with our services or have a complaint, you should notify the relevant engagement partner as soon as possible. You may also contact your customer relationship partner (the partner acting as your primary relationship contact within Moll Wendén) or our partner in charge of risk and quality management at martin.jonsson@mollwenden.se.

10.2 Claims must be made in writing, be submitted to our partner in charge of risk and quality management at martin.jonsson@mollwenden.se and be accompanied by an account of our alleged fault or negligence and your loss or damage caused thereby. In order to be enforceable, the claim must be submitted within a reasonable time but not later than six months after the date when you became (or, after reasonable investigations, could have become) aware of the loss or damage and of that our alleged fault or negligence may have occasioned that loss or damage. A claim can under no circumstances be made after the expiry of the period of limitation that applies according to law.

10.3 If your claim is based on a claim against you by an authority or other third party, we shall be entitled to meet, settle and compromise such claim on your behalf, provided that – taking into consideration the limitations of liability in these general terms and conditions, any engagement letter or due diligence report or other document – you are indemnified by us. If you meet, settle, compromise or otherwise take any action in relation to such claim without our consent we will not accept any liability for that claim.

10.4 If you are compensated by us in respect of a claim, you shall, as a condition for such compensation, transfer the right of recourse against third parties to us or our insurers by way of subrogation or assignment.

10.5. Clients who are consumers may under certain circumstances turn to the Swedish Bar Association’s Consumer Disputes Board (Konsumenttvistnämnden) to have fee disputes and other financial claims against us tried. For further information, see advokatsamfundet.se/Konsumenttvistnamnden or contact us or the Consumer Disputes Board directly.

11. Professional indemnity insurance

We maintain professional indemnity insurance adapted to the needs of our business with well-known insurance companies. We do not disclose the amount of the insurance cover but can upon request provide a written opinion from our insurance broker confirming the cover to be in line with market practice.

12. Termination of engagement

12.1 You may terminate our engagement at any time by requesting us in writing to cease acting for you. If you do so, you must still pay our fees for services provided and expenses incurred prior to the date of termination.

12.2 Circumstances may exist either at law or according to the code of conduct that require or allow us to decline or withdraw from representing a customer. Among other things, this may be the case in the event of inadequate customer identification, suspicions of money laundering or terrorism financing, conflict of interest, failure to pay our fees and expenses, failure to supply adequate instructions or if confidence and trust no longer exist between us. 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. An engagement will in any event end when we have fulfilled your instructions in relation to that engagement.

13. Document retention

13.1 After the conclusion or termination of an engagement, we will keep (or store with a third party) essentially all documents and work products accumulated or generated in a matter, whether on paper or electronically, for a period of time which we deem to be adequate for that particular type of engagement, however under no circumstances for a period of time shorter than that required by law or under the code of conduct.

13.2 Since we are under an obligation to retain essentially all documents and work products accumulated or generated in a matter, we cannot meet any request by you to return (without keeping a copy) or destroy a document or work product in advance of the expiration of the retention period. If you ask us to empty our electronic files within our document management system, we will comply with your request to the extent permitted by law and the code of conduct (but retain a physical copy of each document or save them onto any electronic storage media) and normally against payment if the work involved is time-consuming.

13.3 Unless otherwise agreed, all original documents will be sent to you at the conclusion or termination of an engagement. We will however keep a copy of those documents for our own records.

14. Amendments, prevailing terms and language versions

14.1 These general terms and conditions may be amended by us from time to time. The current version can always be viewed on our website www.mollwenden.se. Amendments will become effective only in relation to engagements initiated after the amended version was posted on our website.

14.2 In case we have stated specific terms in respect of an engagement or part of an engagement (in an engagement letter, due diligence report or other document), those terms shall prevail if and to the extent there are any inconsistencies between them and these general terms and conditions.

14.3 These general terms and conditions are produced in Swedish and English. If not agreed otherwise, the version in Swedish shall apply to customers domiciled in Sweden and the version in English to all other customers.

15. Governing Law and Dispute Resolution

15.1 These general terms and conditions and, if any, the specific terms for the engagement and all issues in connection with any of them, our engagement and services shall be governed by and construed in accordance with substantive Swedish law.

15.2 Any dispute, controversy or claim arising out of or in connection with these general terms and conditions, the specific terms for the engagement (if any), our engagement or our services, shall be finally settled by arbitration in accordance with the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The seat of arbitration shall be Malmö, Sweden. The language to be used in the arbitral proceedings shall be Swedish or, if you or we so request, English.

15.3 The arbitral proceedings are subject to confidentiality. The confidentiality covers all information disclosed in the course of the arbitral proceedings, as well as any decision or award made or declared during the proceedings. The confidential information may not, in any form, be disclosed to a third party without the written consent of the other party. A party shall however not be prevented from disclosing such information in order to safeguard in the best possible way his rights towards the other party in connection with the dispute or towards an insurance policy underwriter, or if the party is required to so disclose pursuant to statute, regulation, a decision by an authority, a stock exchange contract or similar.

15.4 Notwithstanding clause 15.2, we shall be entitled to commence proceedings against you for the payment of any amount due to us in any court with jurisdiction over you or any of your assets.

Last modified April 2015