General terms and conditions

 

1. Introduction and scope of the assignment

1.1 These general terms and conditions (the “Terms”) apply to all advice and all other services provided by Kilpatrick Townsend & Stockton Advokat KB (the “Law Firm”, “we”, “us” or “our”), to its clients (“youor yourself). By engaging us, you are considered as having read and accepted the Terms. The Terms are available on our website, www.kilpatricktownsend.se.

1.2 Any addendums and/or changes to the Terms must be inserted in a written engagement letter or agreement between the Law Firm and you.

1.3 We are obliged to observe the Code of Conduct of the Swedish Bar Association. The Code of Conduct takes precedence over the Terms in the event any provision in the former is contradictory to any in the latter.

1.4 All assignments are entered into with the Law Firm (contractual party) and not with any individual working at the Law Firm. This also applies if you request that the assignment be completed by one or more specified persons working at the Law Firm. The partners of the Law Firm and other employees are, therefore, subject to the Terms and shall have no personal liability unless otherwise follows from mandatory Swedish law.

1.5 Notwithstanding that the Law Firm is the contractual party, a partner of the Law Firm will be responsible for supervising the provision of services to you.

1.6 Our advice is limited to Swedish law. In specific cases, we may express an opinion on the law of other jurisdictions but this will not constitute legal advice. We would, however, be happy to assist you in obtaining the necessary legal advice from other jurisdictions.

1.7 Our advice does not cover tax advice or financial advice, unless otherwise agreed in writing.

1.8 Our advice does not cover the accounting or business-related consequences of any decision, investment or transaction.

2. Identification of client

2.1 By law we are, under certain circumstances, obliged to verify the identity and the particulars of ownership of our clients. This also applies to certain companies and persons associated with clients. We are also obliged to obtain information about the nature and purpose of the assignment, prior to commencing our work. As part of this check, we may request to see identification documents concerning yourself and those who represent you. We are also obliged to verify the information provided to us. To this end, we may also collect information from external sources. We retain all information we have collected for such purposes.

2.2 By law we are, under certain circumstances, obliged to submit information to the Swedish Tax Agency regarding your value added tax registration number.

2.3 By law we are obliged to report any suspicion of money laundering or the financing of terrorism. Under such circumstances, we are prohibited from informing you of any such suspicion and/or that a report has been filed. We are also obliged to refuse or resign from an assignment in the event of suspicion of money laundering and/or financing of terrorism.

2.4 We cannot be held liable for direct or indirect loss or damage that you may suffer due to our compliance with our obligations under sections 2.2-2.3.

2.5 We may be prevented from representing you if there is a conflict of interest in relation to another client. In view of the aforementioned and pursuant to the Code of Conduct of the Swedish Bar Association, we always perform a conflict check to establish whether there is a conflict of interest before we commence a new assignment.

3. Confidentiality and intellectual property rights

3.1 In accordance with the Code of Conduct of the Swedish Bar Association, we observe confidentiality in relation to any information that you provide us with in a suitable manner.

3.2 The copyright to the results of our work and advice belongs to us. This also applies to other intellectual property rights. You are free to use the results of our work and advice for the intended purpose. The results of our work or advice may not, however, be spread or used for any other purpose.

4. Communication

4.1 We communicate with our clients and other parties in many different ways. Electronic communication, for example via e-mail or the internet, entails certain risks. We are not liable for these risks.

4.2 Our spam and anti-virus filters and other security systems do occasionally filter e-mail as junk mail. Therefore, when you send important information to us via e-mail, you should pursue this by phone.

5. Fees and costs

5.1 Our fees are in accordance with the Code of Conduct of the Swedish Bar Association. This means that the fees are based on, inter alia, (i) time spent, (ii) the knowledge and skills required by the assignment, (iii) the monetary value of the assignment, (iv) any risks for the Law Firm, (v) deadlines and (vi) outcomes achieved.

5.2 When we undertake the assignment, we reserve the right to claim expenses for travel and costs relating to the assignment. We will, however, consult you prior to making any significant expenses.

5.3 Normally, the losing party in a court dispute or arbitration must pay the winning party’s costs for legal representation. It is, however, common that the winning party does not receive full compensation for its costs for legal representation. Regardless of whether you have been the winning or the losing party, you must pay for any and all services that we have performed and for any costs that we have incurred.

5.4 If you use legal costs insurance to cover our fees and costs you must pay such fees and costs not covered by the insurance policy.

6. Invoicing

6.1 We normally invoice monthly.

6.2 We may request an advance payment before we commence an assignment. Any request for an advance payment is not an estimate of, or an agreed limit to, our fees or our costs.

7. Limitations of liability

7.1 The Law Firm’s liability for loss or damage suffered by you due to error or negligence on our part in performing the assignment is limited to SEK 50 million. The Law Firm’s liability shall, however, be limited to SEK 5 million if the total fee for the assignment is less than SEK 500 000.

7.2 The Law Firm’s liability towards you shall be reduced by an amount corresponding to any compensation you may receive from any insurance, agreement or undertaking.

7.3 The Law Firm’s liability is limited to you and does not cover any loss or damage suffered by a third party.

7.4 The Law Firm is not responsible for any loss or damage caused by you having been charged, or risk being charged, for any tax or tax supplement unless the assignment has explicitly included tax advice.

8. Liability insurance

8.1 In addition to the liability insurance required by the Swedish Bar Association, we maintain liability insurance suitable to our practice.

9. Termination of the assignment

9.1 You may terminate the assignment with us at any time by making a written request. In such event, you shall only pay for work that we have carried out and costs that we have incurred prior to the assignment being terminated.

9.2 The law and the Code of Conduct of the Swedish Bar Association stipulate the conditions under which we have the right, or the obligation, to refuse or resign from an assignment.

10. Process for claims against the Law Firm

10.1 Any claim against the Law Firm must be made in writing to the partner responsible as well as to the managing partner as soon as you become aware of the circumstances giving rise to the claim.

10.2 Claims may not be made later than six months after the circumstances giving rise to the claim became known to you, or should have become known to you had you carried out reasonable inquiries. In any event, claims may not be made later than 12 months after the date upon which the last invoice for the assignment relating to the claim was issued.

11. Other

11.1 The Terms may be changed by us at any time. The latest version is always available on our website, www.kilpatricktownsend.se. Changes only apply to assignments commenced after the changes have been adopted.

11.2 The Terms are available in Swedish and English. The Swedish version applies to clients residing in Sweden. The English version applies to other clients.

12. Dispute resolution etc.

12.1 The Terms and any issues arising from them, and the Law Firm’s assignment from you, are governed by and interpreted in accordance with Swedish substantive law.

12.2 Any dispute, controversy or claim arising out of or in connection with the Terms, any specific terms for the assignment, the Law Firm’s execution of the assignment or its services, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The seat of arbitration shall be Stockholm. The language to be used in the arbitral proceedings shall be English. Swedish law shall apply to the dispute. The arbitration and any future arbitral award shall be subject to confidentiality.

12.3 Notwithstanding section 12.2, the Law Firm reserves the right to bring an action to a competent court in relation to any debt owed by you to us.