General Terms and Conditions

1. Application and interpretation

   1. These general terms and conditions apply to all services provided to clients by Gamla Strandgatan Advokataktiebolag (“GSA”).
   2. Your new or continuing instructions will amount to your acceptance of these general terms and conditions.
   3. In providing GSA’s services, GSA is required to observe the code of conduct established by the Swedish Bar Association as well as other relevant bar associations (including the Council of Bars and Law Societies in Europe (CCBE) in respect of cross-border activities within the European Economic Area).
   4. Subject to clause 14.1, any variations to these general terms and conditions must be agreed and recorded in writing before they take effect.

2. Identification and personal data

   1. GSA is under a legal obligation to check the identity of our clients and their ownership structure as well as to seek information about the matter and in certain instances the origin of funds and other assets, and such obligations apply as a rule before our work commences. GSA may consequently ask for identification papers in respect of you and any other person who is acting on your behalf and, if you are a legal entity, the individuals who are in ultimate control of you (so called beneficial owners) as well as documentation indicating the origin of funds and other assets. In addition, GSA is under a duty to verify the information and for these purposes GSA may obtain information from external sources, for instance databases. All information and documentation obtained will be retained by GSA.
   2. By way of these General Terms and Conditions and through GSA’s Privacy Notice, attached, and, as amended from time to time and available at GSA’s webpage, you are hereby informed that GSA processes your personal data for the purposes mentioned in this clause 2. Generally, GSA will also need to process the personal data of your representatives and beneficial owners for the same purposes. Our Privacy Notice informs you of your rights in relation to GSA’s processing of your personal data. If you have any questions, kindly contact the responsible partner for the assignment.
   3. GSA is required by law to disclose suspicions of money laundering or terrorism financing to the police authorities. GSA is not permitted to inform you that GSA has suspicions or that GSA has made or is contemplating making disclosures to the police authorities. In case of any suspicions of money laundering or terrorism financing GSA is required to decline or withdraw from the engagement.
   4. GSA does not accept any liability for any loss or damage flowing directly or indirectly from GSA’s compliance with GSA’s duties (as GSA understands them) outlined in clauses 2.1-2.3.

3. Authority

   1. When you instruct GSA, you thereby give GSA the right, unless you notify GSA otherwise, to take any action which GSA considers necessary or desirable to carry out the engagement. For instance, GSA shall have the right to engage other advisers and professionals and also to otherwise incur reasonable costs on your behalf. If GSA engages other advisers and professionals, GSA may ask that you contract them directly and thereby assume direct responsibility to them for the payment of their fees and costs.

4. Services

   1. GSA’s advice is tailored to the circumstances in the particular engagement, the facts presented to GSA and your instructions. Accordingly, the advice may not be relied on in any other matter or used for any other purpose than that for which it was given.

5. Intellectual property rights

   1. The copyright and other intellectual property rights in work products that GSA generates for you vest in us although you have the right to use such work products for the purposes for which they were provided. Unless expressly agreed otherwise, no document or other work product generated by GSA may be generally circulated or used for marketing purposes.

6. Confidentiality and disclosure

   1. GSA will protect the information you disclose to GSA in an appropriate manner and in accordance with the relevant code of conduct. GSA is however in certain instances required by law or permitted by the relevant code of conduct to disclose such information.
   2. Where GSA agrees to carry out an engagement for more than one client, GSA has the right to disclose such materials and other information that one of the clients has imparted to GSA to the other clients. In some cases GSA also has a professional obligation to disclose such materials and information to the other clients.
   3. If GSA engages or liaises with other advisers or professionals in the course of an engagement, GSA may communicate to them all materials and other information which GSA believes may be relevant to assist them in advising or carrying out other work for you. The same applies to materials and other information that GSA has obtained as a consequence of the checks and verifications carried out by GSA according to clause 2.1.
   4. If GSA does not charge VAT on GSA’s services to you, GSA is required by law in some cases to provide information to the tax authorities concerning your VAT number and value of the delivered services. When you instruct GSA you are deemed to have consented to GSA providing this information to the tax authorities.
   5. When a particular matter has become publicly known, GSA may disclose GSA’s involvement on your behalf in our publicity material and on GSA’s website. Such disclosure may only contain information about the matter that is already in the public domain.

7. Fees and expenses

   1. GSA’s principles for charging fees follow the relevant code of conduct and GSA’s fees are normally determined on the basis of a number of factors such as time spent, the complexity of the work, the qualifications, experiences and resources required, the amounts involved, the risks assumed (if any) by GSA, time constraints and the result achieved.
   2. GSA is likely to incur certain expenses in addition to GSA’s fees, which GSA expects 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, photocopying, courier, fax and telephone charges.
   3. All fees and expenses are exclusive of added tax, which will be charged where appropriate.

8. Invoicing and payment

   1. GSA’s normal practice is to send invoices on a monthly basis. GSA 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 done. In such cases, the final invoice for the matter or the part of the matter will set out the total amount of GSA’s fees and expenses with the fees and expenses payable according to any preliminary invoice deducted.
   2. In certain cases, GSA may request an advance payment. Such payment will be used to settle future invoices. The total amount of GSA’s fee and expenses for the engagement may be more or less than the amount of the advance payment.
   3. Each invoice sets out its due date (normally not less than 20 days from the invoice date). Interest on overdue payment will be calculated according to the Swedish Act on Interest.
   4. In litigation and arbitration, the losing party can be ordered to pay the costs (including legal fees) of the winning party. It is however in the rarest cases that all the legal expenses the winning party has incurred will be recoverable from the losing party. Irrespective of whether you should be the winning or losing party you must pay GSA’s fees for services rendered and expenses incurred in representing you in litigation and arbitration.
   5. If GSA’s fees and expenses are to be financed by making use of legal costs and expenses insurance you must still pay GSA’s fees and expenses to the extent they exceed whatever is paid out under the insurance.
   6. If you ask GSA to address an invoice to someone else, GSA 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 client relationship with such addressee is assumed.

9. Liability and limitations

   1. GSA’s liability for any loss or damage suffered by you as a result of negligence or other breach of contract on GSA’s part shall in respect of each engagement be limited to the sum equivalent to the sum insured by GSA’s insurance.
   2. GSA shall under no circumstances be held responsible for non-delivered production, profit or any other indirect damage, loss or consequential loss.
   3. GSA’s liability to you will be reduced by any amount which may be obtained under any insurance maintained by or for you 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.
   4. Other advisers and professionals shall be deemed independent of GSA (and irrespective of whether GSA has engaged them or if you have engagement them directly). Hence, GSA assumes no liability for other advisers or professionals including, without limitation, for choosing or recommending them or for their advice or other services provided. The aforesaid applies regardless of whether they report to GSA or to you.
   5. If you have accepted any exclusion or limitation of liability from any other adviser or professional, GSA’s total liability to you shall be reduced by the amount of the contribution that GSA could have been able to recover from that adviser or professional if its liability to you had not been so excluded or limited (and regardless of whether that other adviser or professional would have been able to pay the contribution to GSA).
   6. GSA shall not have any liability for any loss or damage suffered as a result of the use by you of GSA’s work products or advice in any other context or for any other purpose than for which it was given. Except as provided in clause 9.9, GSA shall not have any liability to any third party through the use by you of GSA’s work products or advice.
   7. Unless the engagement specifically included the rendering of tax advice, GSA 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 GSA’s services.
   8. GSA will not accept any liability for any loss or damage suffered as a result of events beyond GSA’s control, which events GSA reasonably could not have anticipated at the time we accepted the engagement and whose consequences GSA could not reasonably have avoided or overcome.
   9. If, at your request, GSA agrees that an outside party may rely on GSA’s work products or advice, this will not increase or otherwise affect GSA’s liability to GSA’s disadvantage, and GSA can only be held liable to such outside party to the extent GSA can be liable to you. Any amount payable to an outside party as a result of such liability will reduce GSA’s liability to you correspondingly and vice versa. No client relationship with such outside party is assumed. The aforesaid applies also if, at your request, GSA issues certificates, opinions or the like to an outside party.
   10. All limitations of liability applicable to GSA under these terms and conditions or any separate agreement with you will also inure in all respects to the benefit of, and apply to, any partner of GSA and any lawyer or any other person who is working or has worked for GSA or who is engaged or has been engaged by GSA.

10. Complaints and claims procedures

    1. If, for any reason, you are dissatisfied with GSA’s services or have a complaint, you should notify GSA as soon as possible.
    2. Claims shall be submitted to GSA as you have become aware of the circumstances giving rise to the claim. No claim may be made later than 365 days after the later (i) the date the last invoice was issued for the engagement to which the claim refers and (ii) the date the circumstances giving rise to the claim became known or could have become known to you after reasonable investigations.
    3. If your claim is based on a claim against you by an authority or third party, GSA or its insurers 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 and, if any, the engagement letter – you are indemnified by GSA. If you meet, settle, compromise or otherwise take any action in relation to such claim without GSA’s consent, GSA will not accept any liability for such claim.
    4. If you are reimbursed by GSA or GSA’s insurers in respect of a claim, you shall, as a condition for such reimbursement, transfer the right to recourse against third parties to GSA or GSA’s insurers by way of subrogation or assignment.

11. Professional indemnity insurance

    1. GSA maintains a compulsory professional indemnity insurance according to the Swedish Bar Association.

12. Termination of engagement

    1. You may terminate GSA’s engagement at any time by requesting GSA in writing to cease acting for you. If you do so, you must still pay GSA’s fees for services provided and expenses incurred prior to the date of termination.
    2. Law and the relevant code of conduct may set out circumstances that require or allow GSA to decline or withdraw from representing a client. Among other things, this may be the case in the event of inadequate client identification, suspicions of money laundering or terrorism financing, conflict of interest, failure to make payments, failure to supply adequate instructions or the confidence and trust no longer exist between us. If GSA decides to terminate GSA’s engagement, you must still pay GSA’s fees for services provided and expenses incurred prior to the date of termination. An engagement will in any event end when GSA has fulfilled your instructions in relation to that engagement.

13. Document retention

    1. After the conclusion or termination of an engagement, GSA will keep (or store with 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 GSA deems 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 relevant code of conduct.
    2. Since GSA is under an obligation to retain essentially all documents and work products accumulated or generated in a matter, GSA cannot meet any request by you to return (without making a copy) or destroy a document or work product in advance of the expiration of the retention period. If you ask GSA to empty GSA’s electronic files within GSA’s document management system, GSA will observe your request to the extent permitted by law and the relevant code of conduct (but retain physical copy of each document or save them onto any electronic storage media) and normally against payment if the work involved is time-consuming.
    3. Unless otherwise expressly agreed, all original documents will be sent to you at the conclusion or termination of an engagement. GSA may keep a copy of such documents for GSA’s own records.

14. Amendments, prevailing terms and language versions

    1. These general terms and conditions may be amended by GSA from time to time. Amendments will become effective only in relation to matters initiated after the amended version was posted on GSA’s website or sent to the client.
    2. In case an engagement letter has been sent to you in respect of a particular engagement, the terms in the letter prevail if and to the extent there is any inconsistency between these general terms and conditions and the terms set out in such letter.

15. Governing law and dispute

    1. These general terms and conditions and, if any, the engagement letter and all issues in connection with any of them, GSA’s engagement and services shall be governed by and construed in accordance with substantive Swedish law.
    2. Any dispute, controversy or claim arising out of or in connection with these general terms and conditions or, if any, the engagement letter or the breach, termination or invalidity thereof or regarding our engagement or 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 Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English unless GSA and the client agree to use Swedish.
    3. All arbitral proceedings conducted with reference to clause 15.2 and all information disclosed in the course of such arbitral proceedings, as well as any decision or award made or declared during the proceedings, shall be kept strictly confidential. Such information, decision or award, may not, in any form, be disclosed to a third party without the express consent of the other party. A party shall however not be prevented from disclosing such information in order to preserve its rights versus the other party or an insurance policy underwriter or if the party is required to so disclose pursuant to mandatory law or stock exchange rules and regulations or similar.
    4. Notwithstanding clause 15.2, GSA shall be entitled to commence proceedings for the payment of any amount due and disputed in any court with jurisdiction over the client or in the Stockholm District Court.
    5. GSA clients who are consumers may under certain circumstances contact the Swedish Bar Association’s Consumer Disputes Board (Konsumenttvistnämnden) to try disputes regarding fees or other financial claims against GSA. For further information, see www.advokatsamfundet.se/Konsumenttvistnamnden.