General Terms and Conditions for Kilpatrick Townsend & Stockton Advokat KB (2020:1)
1. Introduction and scope of the engagement
1.1 These general terms and conditions (“Terms”) apply to all advice and all other services provided by Kilpatrick Townsend & Stockton Advokat KB (“Law Firm”, “we”, “us” or “our”), to its clients (“you”, “your” or “yourself”). By engaging us, you are acknowledging that you have read and accepted the Terms. A copy of the Terms is also available on our website, www.kilpatrick.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 bound by the Code of Conduct of the Swedish Bar Association, including the Code of Conduct of the Council of Bars and Law Societies in Europe (CCBE). The Code of Conduct takes precedence over the Terms in the event that any provision in the former is contradictory to any provision in the latter.
1.4 All engagements are entered into with the Law Firm (as contractual party) and not with any individual working at the Law Firm. This also applies if you request that specific persons from the Law Firm work on the engagement. The partners of the Law Firm, other employees, and persons engaged by the Law Firm are therefore subject to the Terms and shall have no personal liability, unless otherwise mandated by 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 that you have the right to rely on. Upon your request, we are, however, happy to obtain legal advice from qualified attorneys in other jurisdictions.
1.7 Our advice does not cover tax advice or financial advice, unless otherwise specifically agreed in writing.
1.8 Our advice does not cover the accounting or business implications of any decision, investment or transaction.
1.9 Our advice is based on the circumstances, facts, and legal situation at the time when the advice is given. Unless otherwise specifically agreed in writing, we do not undertake to update the advice to take account of subsequent changes in the circumstances etc. Our advice is provided on the assumption that the circumstances, facts and instructions presented to us in the engagement are accurate and complete. We accept instructions from those persons who we have reason to presume have a right to instruct us on your behalf.
1.10 Our advice does not imply a guarantee of any given outcome.
1.11 At the outset of an engagement we normally agree on its scope, as well as which persons will work on the engagement. The scope may later increase or decrease, and persons on the team may change.
2. Identification of client
2.1 We are, under certain circumstances, required by law to verify the identity and the particulars of ownership of our clients. This also applies to certain companies and persons associated with our clients. We are also in certain cases required to obtain information about the nature and purpose of the engagement prior to commencing our work. As part of this check, we may inter alia request to see identification documents that verify your identity and the identity of those persons who are involved in the engagement on your behalf, and, in the case of legal entities, the natural persons having ultimate control over you (the beneficial owners). As part of the check, we may also request information and documentation showing the origin of funds and other assets. We are also required to verify the information provided to us. To this end, we may collect information from external sources. We are required to retain all information we have collected for such purposes.
2.2 We are, under certain circumstances, required by law to submit information to the Swedish Tax Agency regarding your value added tax registration number and the amounts for which we have invoiced you. By engaging us you accept that we provide such information to the tax authorities in accordance with the regulations applicable at the time.
2.3 We are required by law to report any suspicion of money laundering or financing of terrorism. Under such circumstances, we are prohibited from informing you of any such suspicion and/or that a report has been, or may be, filed. We are also required to refuse an engagement or resign from a representation in the event of suspicion of money laundering and/or financing of terrorism.
2.4 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 engagement. Despite such checks, circumstances may arise that prevent us from acting for you in an ongoing or future engagement. If this occurs, we will strive to treat our clients fairly, in accordance with the Code of Conduct applying to members of the Swedish Bar Association. Taking into account the aforementioned, it is crucial that you provide us with all information you consider may be relevant to the assessment of whether or not an actual or potential conflict of interest is at hand, both before and during the engagement.
2.5 The Law Firm is the controller of personal data which is procured in connection with engagement enquiries and engagements. The manner in which, for what purpose, and during what time we handle the personal data is set forth in our privacy policy, which is published at kilpatrick.se
2.6 If you are a legal entity, we ask that you inform the natural persons who represent you in the engagement as well as the natural persons who constitute your beneficial owners that the Law Firm processes their personal data and refer them to our privacy policy at kilpatrick.se. In the event you are a natural person who is represented by a representative, we ask you to do the same in relation to the natural persons who represent you in the engagement.
3. Confidentiality and intellectual property rights
3.1 We observe confidentiality in accordance with the law and the Code of Conduct of the Swedish Bar Association.
3.2 In certain situations we have a statutory duty to disclose confidential information. In addition, the Code of Conduct of the Swedish Bar Association allows us to disclose such information in connection with a dispute between you and us, or with your consent. We also reserve the right to disclose confidential information to our insurers in connection with a potential dispute between you and us.
3.3 If the Law Firm carries out an engagement for more than one client jointly, we are entitled to disclose material and other information that one of the clients has given us to the other clients. In certain situations, we also have an ethical duty as advocates to disclose such material and information to the other clients.
3.4 If the Law Firm engages or works with other advisers or professionals on the engagement, we have the right to disclose materials and other information that we consider relevant to their ability to carry out their work on your engagement. The same applies to materials and other information that we have obtained in accordance with section 2.1.
3.5 We reserve the right to provide information on publically known engagements as part of our marketing and reporting to ranking institutes, so-called “legal directories.” This reservation only covers information that is already in the public domain and information about our involvement in the engagement.
3.6 If the engagement includes the use of client trust accounts, we may, at the request of the bank providing the account, be required to disclose information about those who holds funds in the account. By engaging us, you accept that we, if necessary, may provide such information to the bank.
3.7 The copyright to the results of our work and advice belongs to us. This also applies to other intellectual property rights. You are entitled to use the results of our work and advice for the intended purpose. The results of our work or advice may not, however, be shared or used for any other purpose, unless otherwise specifically agreed to in writing.
4. Communication and work tools
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 from among other things a security and confidentiality perspective. We assume no liability for these risks.
4.2 Our spam and anti-virus filters and other security systems may occasionally filter e-mail as junk mail. Therefore, when you send important information to us via e-mail, you should follow this up by phone.
4.3 In order to improve the efficiency of our work processes, we use electronic tools and solutions such as, for instance, virtual data rooms. These work tools entail risks from a security and confidentially perspective. We assume no liability for these risks.
5. Fees and costs
5.1 Our fees are determined in accordance with the Code of Conduct of the Swedish Bar Association. This means that the fees, unless otherwise specifically agreed in writing, are based on, inter alia, (i) time spent, (ii) the knowledge and skills required by the engagement, (iii) the monetary value of the engagement, (iv) eventual risks for the Law Firm, (v) deadlines and (vi) outcomes achieved.
5.2 When we undertake the engagement, we have the right to claim expenses for travelling and costs relating to the engagement. We will, however, consult you prior to incurring any significant expenses.
5.3 In addition to the fees and expenses, value added tax will be charged in those cases in which the Law Firm is required to do so.
5.4 Usually, the losing party in a court dispute or arbitration must pay the winning party’s legal costs. It is, however, common that the winning party does not receive full compensation for its legal costs. Regardless of whether you are the winning or the losing party, you are responsible for the payment of our fees for the services that we have performed and for the costs that we have incurred.
5.5 If you use a legal costs insurance to cover our fees and costs, you are responsible for the payment of any fees and costs not covered by the insurance policy.
6. Invoicing
6.1 We normally invoice monthly and send the invoice by e-mail or by regular mail. If you wish to be invoiced via a third-party invoicing system, we must be given access to the terms applying to the system so we are able to determine whether we can accept the use of the invoicing system.
6.2 We may request an advance payment before we commence our engagement. An request for an advance payment is not an estimate of, or an agreed limit to, our fees or our costs. The total figure for the engagement may be higher or lower than the retainer. Advance payments will be used to settle future invoices.
6.3 The invoices can be preliminary. A preliminary invoice does not include an exact assessment of the fee or the costs. If we issue preliminary invoices, the final invoice for the engagement or part of the engagement will set out the total amount for the engagement, from which amount any preliminary invoiced amounts will be deducted.
6.4 Unless otherwise specifically agreed in writing, payments are due 30 days after the invoice date. Each invoice specifies the due date. In the event that payment is not made in due time, interest is charged on the unpaid amount at the default interest rate according to the Swedish Interest Act from the due date until payment has been received.
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 engagement 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 engagement is less than SEK 500 000. No price reduction nor any other remedy shall be available in addition to any damages, and the Law Firm also does not accept any liability to pay penalties or liquidated damages. The limitations of liability also apply to multiple instances of loss or damage if they have been caused by a single act/omission or the same type of act/omission, regardless of when the loss or damage was caused or incurred.
7.2 The Law Firm’s liability towards you is limited to the loss or damage you incur, which means that our liability 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 liable for any loss or damage you may suffer as a consequence of you having been charged, or risk being charged, with any tax or tax supplement unless the engagement has included tax advice.
7.5 The Law Firm cannot be held liable for direct or indirect loss or damage that you have suffered due to our compliance with the Code of Conduct of the Swedish Bar Association or any statutory obligations that are incumbent on us, e.g. those outlined in sections 2.2-2.3.
7.6 The Law Firm is not liable for any loss or damage suffered as a result of events beyond our control, which we reasonably could not have anticipated at the start of the engagement and which consequences we could not reasonably avoid or overcome. Further, the Law Firm is not liable for not being able to commence or continue our work as a result of events beyond our control.
7.7 Our advice is confined to legal matters in the specific engagement. We are therefore not liable if you either wholly or in part have relied on our advice in a different context or for a purpose other than that for which it was provided. We assume no liability for the consequences of mathematical calculations provided by us or views/considerations expressed by us in non-legal matters.
7.8 If the Law Firm terminates the engagement due to circumstances attributable to you, or due to an obligation to terminate the engagement, we shall not be liable for any loss or damage suffered as a result of the termination of the engagement.
7.9 The limitation of liability under the Terms, and under any otherwise specifically agreed terms in writing, applies to the Law Firm as well as to any entity or individual associated with the Law Firm (such as previous or current partners, employees, or advisers). Limitations in amounts shall apply to the Law Firm and the associated persons and entities jointly as if they were one single person.
8. Liability insurance
8.1 In addition to the liability insurance required by the Swedish Bar Association, we maintain a liability insurance suitable to our practice.
9. Termination of the engagement
9.1 You may terminate our engagement at any time by making a written request that we resign from the engagement. In such an event, you are liable only for the payment of our fees for services rendered and expenses incurred prior to the termination of the engagement.
9.2 Swedish 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 engagement. This may, for instance, be the case in the event of suspicions of money laundering or financing of terrorism, failure to pay our fees or expenses, insufficient instructions, or if confidence no longer exists between you and us. If we resign the engagement, you shall pay for services rendered and expenses incurred prior to the date of resignation.
9.3 In any event, our engagement ends when it has been completed.
10. Document management
10.1 During an engagement, we may electronically store documents and work product produced by us, you, or a third party.
10.2 When an engagement ends, we keep and/or store all relevant documents and all relevant work product accumulated or generated during the engagement. The retention may take place on our premises or at a third party, in physical form or electronically. The documents and work product will be retained for the period of time which we consider to be adequate for that particular type of engagement, but under no circumstances for a shorter period of time than that required by law or the Code of Conduct of the Swedish Bar Association.
10.3 Since we are required to retain nearly all documents accumulated or generated in an engagement, we cannot destroy or return a document during the retention period without keeping a copy of the document.
10.4 We will return your original documents in connection with the end of the engagement, since we cannot store them. We may however keep a copy of the documents in our archives.
11. Insider list
11.1 If you are an issuer that is required to draw up an insider list under the EU Market Abuse Regulation, and we as part of our engagement have access to inside information relating to you or your financial instruments, we will – provided that we are notified in accordance with section 11.2 below – draw up an insider list of all our employees who have access to said information.
11.2 By engaging us you agree to immediately notify us, in applicable cases, when you determine that information to which we have access constitutes inside information.
11.3 Except for as stated in section 11.1 above, we will not keep a list of persons who have access to information about our engagement for you, unless otherwise specifically agreed in writing.
11.4 Upon your request, we will provide you with the Law Firm’s insider list concerning our engagement for you, provided that your request is received within five years from when the list was drawn up or updated.
12. Working with other advisers as parallel advisers
12.1 If we work together with other advisers, those advisers shall be considered independent of us. Unless otherwise specifically agreed in writing, the Law Firm assumes no responsibility or liability for recommending the advisers to you or for advice given by them. The aforementioned applies irrespective of whether the adviser has given the advice directly to you or via us.
12.2 The Law Firm is not liable for fees or expenses that said advisers charge you, whether they are paid by us and charged to you as disbursements or forwarded to you for payment.
12.3 We may, at your request, obtain tenders from other advisers and/or agree on fee arrangements with them. We are not liable for such tenders and/or agreements, irrespective of whether we assisted you in discussions with such advisers or not.
13. Process for claims against the Law Firm
13.1 Any claim against the Law Firm must be made 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. Your claim must be accompanied by a written account of the circumstances on which the claim is based, and the estimated loss or damage.
13.2 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 last invoice for the engagement relating to the claim was issued.
13.3 If your claim against us is based on a claim against you by an authority or other third party, we shall have the right to respond, settle payments, and enter into settlement agreements regarding the claim on your behalf, provided we indemnify you, taking into account the limitations of liability set out in the Terms. We shall not be liable for such claim if you take any action in relation to the claim – e.g. by responding or entering into a settlement agreement – without our consent.
13.4 If we, or our insurers, compensate you in respect of your claim, you shall, as a condition for the compensation, transfer the right of recourse against third parties to us or our insurers by transfer or other arrangement.
14. Other
14.1 The Terms may be changed. The latest version is always available on our website, www.kilpatrick.se. Changes only apply to engagements commenced after the changes have been posted on our website. At your request, a copy of the latest version of the Terms will be sent to you.
14.2 The Terms are available in Swedish and English. The Swedish version applies to clients residing in Sweden. The English version applies to other clients. English terms used in the Terms are to be construed solely on the basis of Swedish law.
15. Dispute resolution etc.
15.1 The Terms and any issues arising from them, and the Law Firm’s engagement from you, are governed by and construed in accordance with Swedish substantive law.
15.2 Any dispute, controversy or claim arising out of or in connection with the Terms, any specifically agreed terms for the engagement, the Law Firm’s execution of the engagement 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.
15.3 The arbitration, including all information disclosed in the course of the arbitral proceedings, and any future arbitral award or any future decision declared in connection with the proceedings shall be subject to confidentiality. Confidential information may not be disclosed to a third party without the written consent of the other party. A party is however not prevented from disclosing information which the party is obliged to disclose pursuant to statute, regulation, a decision by a legal authority, a stock exchange contract or similar. A party is also not prevented from disclosing information in order to be able to safeguard its rights towards the other party in connection with the dispute, or towards an insurer.
15.4 Notwithstanding section 15.2, the Law Firm reserves the right to bring an action for payment of any debt owed by you to us in any court with jurisdiction over you or any of your assets.
15.5 Clients who are consumers may under certain conditions bring financial claims against us before the Swedish Bar Association’s Consumer Disputes Board, such as disputes regarding fees. For further information, see advokatsamfundet.se/Konsumenttvistnamnden.
