GENERAL CONDITIONS FOR TRE KRONOR ADVOKATBYRÅ AB
1 Introduction
1.1 These general terms and conditions apply to all advice and services provided by Tre Kronor Advokatbyrå AB ("the Firm").
1.2 The contract of engagement is a contract with the Agency. The assignment is accepted as an assignment for the Agency and not for any individual person. This applies even if it is your express or implied intention that the engagement be carried out by any specific person.
1.3 These General Conditions apply for the benefit of the Firm's current and former partners, employees, consultants and other persons who work/worked for or are engaged/hired on assignment. These persons shall under no circumstances have any individual or personal liability to you, subject to mandatory law.
1.4 These general terms and conditions apply to the entire engagement from the commencement of work on the engagement and the provision of advice. These general terms and conditions also apply to the entire engagement, even if the engagement includes several elements or if the Firm advises several legal or natural persons in the engagement or issues separate invoices.
1.5 Where the Agency has specified special conditions for a contract, those conditions shall prevail over these general conditions if and to the extent that they are inconsistent with each other.
1.6 These General Conditions may be amended from time to time by the Agency. The current version is published on the Agency's website. Changes only apply in relation to assignments commenced after the publication of the amended version.
2 Code of Conduct
2.1 The firm and its employees are obliged to comply with the Code of Conduct for Lawyers, which is expressed, among other things, in the Swedish Bar Association's Code of Conduct for Lawyers.
2.2 The Firm furthermore observes legal professional privilege and obliges the Firm's employees to observe legal professional privilege in accordance with the Code of Conduct. In certain cases, the Firm may be obliged by law to disclose information. Furthermore, in some cases, good legal practice may also otherwise allow the Office to disclose information.
3 Know your customer and personal data
3.1 The Firm is required by law to verify the identity and ownership of clients and to inform itself of the purpose/nature of the engagement. As a rule, such information must be provided by you before the engagement can commence. If satisfactory information and documentation are not obtained, the Agency has the right to refuse or withdraw from the engagement. The Agency may ask you to provide, without delay, identification documents and detailed information on ownership and the assignment in question. The Office may be required to verify such information through external sources. The Agency is legally obliged to retain information and documentation obtained by the Agency.
3.2 The Agency is required by law to report suspicions of money laundering or terrorist financing to the police. The Agency is prevented by law from informing you that suspicions exist and that such a report has been or may be made. If there is a suspicion of money laundering or terrorist financing, the Agency is obliged to decline or withdraw from the engagement.
3.3 The Firm may be required by law to report to tax authorities details of clients' VAT registration numbers and details of invoiced fees. By engaging the Agency, you are deemed to have agreed that the Agency complies with the said reporting obligation. Should you object to such reporting, the Firm has the right to decline or withdraw from the engagement.
3.4 The Agency shall not be liable for any loss or damage caused to you, directly or indirectly, as a result of the Agency's compliance with the obligations which the Agency has understood to be incumbent on it or as a result of the refusal or withdrawal of the Agency from an engagement as referred to above.
3.5 The Agency is the controller of the personal data obtained in connection with the performance of the engagement or otherwise processed in the preparation or administration of the engagement. This may include, for example, names, personal identification numbers, contact details, invoicing details and business-related information. Personal data is processed, for example, to carry out mandatory disqualification and money laundering checks and to safeguard your interests in the context of commenced, ongoing or completed assignments.
3.6 When you engage the Agency, you are deemed to consent to the Agency processing your personal data for the purposes set out above. As a rule, the Firm also needs to process the personal data of your representatives and beneficial owners for the same purposes. You are responsible for ensuring that these persons accept such processing.
4 Services
4.1 The Agency will accept instructions from those persons whom the Agency has reason to believe are entitled to instruct the Agency on your behalf.
4.2 The Agency provides advice and services solely on the basis of the circumstances, facts and instructions presented to us in the individual engagement. The Agency is entitled to assume that these are complete and correct.
4.3 You may not rely on the services or advice of the Agency in any matter or for any purpose other than the specific engagement and purpose for which the service or advice was provided.
4.4 The Firm does not provide tax, financial, accounting or business advice on decisions, actions, investments or transactions. The Firm is therefore not responsible for the tax, financial, accounting or business consequences of the decisions, actions, investments or transactions you make or undertake.
4.5 The Firm's services include advice on Swedish law only. If the Firm or its lawyers, based on general experience, were to express an opinion on the legal situation in any jurisdiction other than Sweden, this would not constitute advice on which you are entitled to rely. However, in such a situation, the Firm may, at your request, assist you in obtaining advice from other advisers in the relevant jurisdiction.
4.6 The advice given by the Agency is based on the circumstances, facts and legal situation at the time the advice was given. The Agency does not undertake to update the advice in the light of subsequent changes.
4.7 The Agency's advice is never a guarantee of a particular outcome.
5 Cooperation with other advisors
5.1 When you engage the Agency, you authorize the Agency, unless you notify the Agency otherwise, to take such action as the Agency and its lawyers consider necessary or appropriate for the performance of the engagement. If the Agency engages other advisers or professionals, the Agency will normally request you to contract them directly and thereby assume direct liability for their fees and expenses.
5.2 When the Firm and its lawyers instruct other advisers or professionals on your behalf, the Firm may, at your request, obtain quotations for fees or agree fees with them. Even if the Office assists you in discussions with other advisers or professionals, the Office does not accept any responsibility for such quotations or agreements. In no case is the Office responsible for the advice or services of other advisers or professionals.
5.3 If the Firm engages or cooperates with other advisers or professionals in the engagement, the Firm is entitled to disclose such material and information as the Firm and its lawyers consider may be relevant to enable the adviser or professional to advise or perform other services for you.
6 Fees and invoicing
6.1 The Agency can only invoice clients. Therefore, requests to issue the invoice to someone else cannot be granted by the Agency.
6.2 The Firm's services are charged in accordance with good legal practice. Unless otherwise agreed, the Firm's fees are determined on the basis of a number of factors, such as (i) time spent, (ii) the nature, complexity, difficulty and importance of the assignment, (iii) time pressure and the extent to which the assignment required work outside normal working hours, (iv) the values to which the assignment relates, (v) the expertise, skill and experience required by the assignment, (vi) the risk to which the Firm and its lawyers are exposed within the framework of the assignment and (vii) the result achieved. In addition to fees, travel and other expenses are invoiced.
6.3 Estimates of fees provided by the Agency are only forecasts based on experience. They are not binding unless specifically agreed in writing.
6.4. The Agency applies periodic invoicing. The Agency's invoices shall normally fall due for payment 14 days after the date of the invoice, although a shorter payment period may be applied where special reasons can be assumed. In the event of non-payment, penalty interest will be charged on the outstanding amount from the due date until payment is received at the interest rate applicable under the Interest Act.
6.5 In some cases, the Agency will request an advance payment before the start of an assignment or when otherwise justified. The advance will be used to settle future invoices. The Agency's fee for the assignment may be higher or lower than the advance. Where an advance has been requested, the Office reserves the right to request further advances.
6.6 In both court and arbitration proceedings, the losing party is normally obliged to reimburse the winning party's legal costs, including lawyers' fees. However, there are cases where the winning party's legal costs are only partially reimbursed or not reimbursed at all. Regardless of whether you are the winning or losing party in a dispute, or if you are not awarded full compensation, you must pay in full for the services provided by the Firm and the costs incurred by the Firm and its lawyers in representing you in the court or arbitration proceedings.
6.7 If the Agency's fees and expenses are to be financed out of public funds or by recourse to insurance, you will still have to pay the Agency's fees and expenses to the extent that they exceed what is paid out of public funds or insurance. To the extent that the Agency assists in relation to the insurance company, the Agency will charge for this.
7 Termination of assignment
7.1 You are entitled to terminate the cooperation with the Agency at any time by requesting the Agency to withdraw from the contract. However, you must pay for the services provided by the Agency and the costs incurred by the Agency prior to the termination of the engagement.
7.2 The law and the Code of Conduct set out the circumstances in which the Firm has the right or the obligation to refuse or withdraw from an engagement. If the Firm withdraws, you will still have to pay for the services it has provided and the costs it has incurred before the withdrawal.
8 Limitations of liability
8.1 The liability of the Firm for damage caused to you as a result of fault or negligence or breach of contract on the part of the Firm is limited to an amount per assignment of SEK 50 million or, if the Firm's fee in the assignment in question is less than SEK 1 million, SEK 5 million. Price deductions and other penalties cannot be paid in addition to damages.
8.2 The liability of the Agency in respect of any loss or damage shall be reduced by any amount recoverable by you under any insurance policy taken out by you or otherwise covering you or under any contract or indemnity to which you are a party or a beneficiary, provided that this is not inconsistent with the terms and conditions of the insurance policy or the contract or indemnity and does not prejudice your rights under the insurance policy, contract or indemnity.
8.3 Other advisers and professionals shall be deemed to be independent of the Agency. This is the case whether the Office has engaged them or whether you have contracted them directly or whether they report to the Office or to you. The Office is therefore not responsible for other advisers or professionals, neither for their selection nor for the fact that the Office has recommended them or their services.
8.4. The Office is not liable for any damage caused by your use of the Office's advice and working results for a purpose or in a context other than that for which it was given or produced. Subject to point 8.7, the Office is not liable for damage suffered by third parties as a result of your use of the Office's advice or work product.
8.5 Unless you have instructed the Agency to avoid communicating via the internet or e-mail, the Agency may, subject to mandatory law, be held liable for any damage caused by the Agency communicating via the internet or e-mail.
8.6. The Agency shall not be liable for any loss or damage caused by circumstances beyond its control which it could not reasonably have foreseen at the time the contract was concluded and the consequences of which it could not reasonably have avoided or overcome.
8.7 If, at your request, the Office allows a third party to rely on the advice or work of the Office, this shall not have the effect of increasing the liability of the Office or otherwise adversely affecting it. The Office may be held liable to such a third party only to the extent that the Office could have been held liable to you. Any amount which the Office may be required to pay to such a third party shall correspondingly reduce the Office's liability to you and vice versa. No client relationship shall arise between the Office and the third party. The foregoing shall also apply where, at your request, the Office issues certificates, statements or the like to third parties.
9 Liability insurance
9.1 The Firm holds the Swedish Bar Association's supplementary liability insurance.
10 Archiving
10.1 When an engagement is completed or otherwise terminated, the Firm will archive with itself or with a third party in paper or electronic form substantially all documents accumulated and generated in the engagement. The documents will be archived for the period which, in the opinion of the Firm, is required by the nature of the assignment, but never for a shorter period than that required by law or professional practice.
10.2 As the Agency is obliged to archive substantially all documents accumulated or generated in the course of the mission, the Agency cannot comply with a request to return or destroy a document (without keeping a copy) before the expiry of the archiving period.
10.3 The Office cannot keep your original documents. The Office will therefore hand them over to you at the latest at the end of the assignment or otherwise. However, the Office may keep a copy of the original documents.
11 Applicable law and dispute resolution
11.1 These general terms and conditions, including the arbitration clause, and any special terms and conditions for the engagement, together with all issues arising out of them, the Firm's engagements and services shall be governed by and construed in accordance with Swedish substantive law.
11.2 Any dispute arising out of these General Conditions, any special conditions of engagement or the Agency's engagement or services shall be finally settled by arbitration before the SCC Arbitration Institute (SCC).
11.3 The SCC Rules for Expedited Arbitration shall be applied unless the SCC, taking into account the complexity of the case, the value of the subject matter and other circumstances, decides that the SCC Arbitration Rules shall be applied. In the latter case, the SCC shall decide whether the arbitral tribunal shall consist of one or three arbitrators. The seat of arbitration shall be Stockholm. The language of the proceedings shall be Swedish.
11.4 Notwithstanding paragraphs 11.2 and 11.3, the Agency is entitled to bring proceedings in respect of overdue claims in any court having jurisdiction over you or any of your assets.
11.5 Clients who are consumers may, under certain conditions, apply to the Consumer Disputes Board of the Swedish Bar Association to have fee disputes and other financial claims against the Firm reviewed.
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