GENERAL TERMS AND CONDITIONS OF SALC LAW FIRM
These terms and conditions apply to all the services which SALC Law firm (“SALC”) provides to its customers. When you use SALC’s services, in any aspect, you are deemed to have accepted these general terms and conditions. SALC is e.g. bound by the Swedish Bar Associations Code of Conduct. Other relevant rules may be applicable.
1 Services provided by SALC
1.1 At SALC one of our Partners is allocated to each assignment and will be your main point of contact and the one who is primarily responsible for the services we provide to you. The Partner responsible for the assignment is completely free, at his or her own discretion, to appoint the lawyers and other staff whom he or she judges should handle the assignment so as to ensure that it is carried out cost-effectively and in your best interest.
1.2 SALC’s services are tailored to the circumstances of the individual assignment, the facts presented to SALC and the instructions you give to SALC. You are therefore not able to rely on a particular piece of advice in connection with any other matter or use it for a purpose other than the one for which it was provided.
2 Personal identification and data
2.1 SALC is obliged by law to verify the identity and ownership status of its clients, as well as, in some cases, the origin of resources and other assets. This means that SALC can request personal identity documents pertaining to you and the persons representing you and, if you are a legal entity, the natural persons who have ultimate control and/or ownership over you (known as “beneficial owners”), as well as documentation indicating where resources and other assets originate from. SALC is also obliged to verify the information supplied to SALC and, to this end, SALC may obtain information from external sources, e.g. databases. SALC will retain all the information and documentation which SALC has acquired in connection with these checks.
2.2 When you use SALC’s services, you are deemed to have given your consent for SALC to process your personal data for the purposes specified in this section 2. In general, SALC also needs to process the personal data of your representatives and beneficial owners for the same purposes and you are responsible for ensuring that these persons agree to this processing. If you want information about what personal data more exactly SALC processes, if you want to amend certain personal data or if you have other queries regarding how SALC processes personal data, please contact the Partner who is responsible for the assignment you have allocated to us.
2.3 SALC is bound by law to report to the police any suspicions of money laundering or terrorist financing. SALC is also prevented by law from informing you as to whether there are any suspicions and whether they have been or may be reported to the police. In cases where money laundering or terrorist financing is suspected, SALC is obliged to refuse or to resign from the assignment.
2.4 SALC cannot be held liable for any harm or loss which you suffer directly or indirectly as a consequence of SALC complying with the obligations incumbent upon SALC under sections 2.1 and 2.3.
3 Powers
3.1 When you use SALC’s services, you are, in so doing, granting SALC the right, unless you advise SALC otherwise, to take the actions which SALC deems to be necessary or desirable for handling the assignment in your best interest. For example, SALC will be entitled to engage other competent consultants and experts at your expense and may also in other ways incur other reasonable costs for you. If SALC engages other consultants and experts, SALC may ask you to contract these directly, thereby making you responsible for paying their fees and costs directly instead of through SALC.
4 Intellectual property rights
4.1 Copyright and other intellectual property rights to the results SALC generates in handling an assignment belong to SALC alone, but you are entitled to use the results for the purposes for which they have been produced. Unless otherwise specifically agreed, no document or other results generated by SALC may be made available for public distribution or used for marketing purposes.
5 Confidentiality and disclosure of information
5.1 SALC provides suitable protection, based on generally accepted legal practice, for the information which you provide to SALC. In some cases, however, SALC is bound by law to disclose such information. In addition, in keeping with generally accepted legal practice, SALC is permitted to disclose this information in certain situations.
5.2 If SALC is handling an specific assignment for more than one client at the same time, SALC is entitled to disclose material and other information provided to SALC by one of the clients to the other clients within the frames of that assignment. Moreover, in certain instances SALC is bound by the Swedish Bar Association’s Code of Conduct to disclose such material and information to the other clients.
5.3 If SALC engages or cooperates with other consultants or experts on the assignment, SALC is entitled to disclose such material and other information which SALC deems relevant so that the consultant or expert can provide advice or perform other services for you. The same applies to such material and other information which SALC has obtained as a result of the checks carried out by SALC as described in section 2.1.
5.4 If SALC does not charge VAT on its services to you, SALC is bound by law in some cases to inform a competent authority of your VAT number and the value of the services supplied. When you use SALC’s services, you are deemed to have given your con- sent for SALC to provide this information to an appropriate authority. In absence of such information from your, SALC will charge VAT.
5.5 When knowledge regarding a matter is in the public domain, for instance when a public court case has become known, SALC is entitled to provide in its marketing material and on its website information about its involvement in it and about other relevant details of the matter which are already in the public domain.
6 Fees and costs
6.1 SALC’s fees are charged according to principles which conform to generally accepted legal practice and are usually established on the basis of numerous factors, such as the time spent, the complexity of the assignment, the technical expertise, skill, experience and resources the assignment required, the values which the assignment relates to, any risks for SALC, time pressure and the achieved results.
6.2 SALC charges for costs incurred over and above the fees. This may apply, for instance, to registration charges, examination costs, costs for other consultants and experts, courier and travel expenses, costs for contract staff, catering, copying and telephone.
6.3 In addition to the fee and costs incurred, value added tax (VAT) applies in cases where SALC is obliged to charge it.
7 Invoicing and payment
7.1 SALC normally invoices on a monthly basis. Invoices can either be on account or final. If SALC has issued one or more monthly invoices to you, the final invoice will represent the total fee for the assignment or part of the assignment, with a deduction for the fee which has been invoiced before the final invoice.
7.2 In certain cases, SALC will request payment of specific part of the total fee and/or certain costs in advance. Any amount paid in advance will be deducted from future invoices. The total amount for the services provided and costs may be higher or lower than the amount paid in advance.
7.3 Every invoice specifies a payment due date. The payment due date is normally no earlier than 10 days from the invoice date, but me be earlier in cases of out-of-pocket expenses. In the event of non- payment, late payment interest may, in SALC’s sole discretion, be charged based on the interest rate applicable under the Swedish Interest Act from the payment due date until full payment has been received.
7.4 In court and arbitration proceedings, the losing party may be ordered to pay the winning party’s legal costs (including lawyers’ fees). However, it is rare for all the winning party’s legal costs to be reimbursed. Regardless of whether you are the winning or losing party, you must in all cases pay for the services SALC provided and the costs which SALC incurred in connection with SALC representing you in court or in arbitration proceedings.
7.5 If SALC’s fee and costs are to be funded by you claiming e.g. legal expenses insurance, you still need to pay the portion of the fee and costs which exceeds the sum paid under the insurance policy.
7.6 If you ask SALC to send an invoice to someone else, SALC may in SALC’s sole discretion agree to such suggestion however subject to the following conditions: that it is evident that the invoicing is not against the law, that the personal identity and other circumstances specified in section 2 have been confirmed for the invoice recipient and that you, if requested by SALC will pay immediately the amounts which have not been paid by the due date. No client relationship will arise between SALC and the invoice recipient. SALC is entitled to add to the invoice a description of the work carried out.
8 Liability and limits of liability
8.1 SALC’s liability for any loss which you may suffer as a result of any defect or neglect or breach of contract committed by SALC is limited on a per assignment basis to 3 million Swedish kronor.
8.2 SALC will under no circumstances be liable for any loss of production or profit or for any other indirect harm or loss or consequential harm or consequential loss.
8.3 SALC’s total liability will be reduced by amounts which you may receive or would be able to receive under any insurance policy which you have taken out or which you are otherwise covered by or according to an agreement or a letter of indemnity
which you have signed or are a beneficiary of, provided that it is not incompatible with the terms of insurance or terms under the agreement or in the letter of indemnity and that your rights are not infringed under the insurance policy, agreement or letter of indemnity.
8.4 Other consultants and experts will be regarded as independent of SALC, regardless of whether SALC has engaged them or you have contracted them directly. SALC is therefore not liable for other consultants and experts, either for selecting them or for recommending them, or for the advice and other services which they provide. This applies no matter whether they report directly to SALC or directly to you.
8.5 If you have agreed to a disclaimer or limit of liability with regard to any other consultant or expert, SALC’s liability will be reduced by the amount which could have been payable to SALC by the consultant or expert if their liability had not been excluded or limited, regardless of whether the consultant or ex- pert would have been capable of paying the amount to SALC or not.
8.6 SALC will not be liable for any loss which occurs due to your use of SALC’s results or advice in any other context or for any purpose other than that for which use was granted. Unless otherwise arising from the provisions in section 8.9, SALC is not liable for harm which has affected a third party due to your use of SALC’s results or advice.
8.7 SALC is not liable for any loss you sustain due to your being subject to paying tax or likely to be subject to paying tax as a consequence of the services provided by SALC. SALC in not giving tax advise.
8.8 SALC is not liable for harm which has occurred as a consequence of circumstances outside SALC’s control, which SALC could not have reasonably expected at the time the assignment was accepted and whose consequences SALC could not have reasonably avoided or overcome either.
8.9 If SALC at your request allows an external person to use the results of SALC’s work or advice, this will not increase SALC’s liability or otherwise have a detrimental effect on SALC. SALC may be held liable for such an external person only to the extent that SALC can be held liable to you. Amounts which SALC may be obliged to pay to such an external person will reduce SALC’s liability correspondingly with regard to you and vice versa. No client relationship will arise between SALC and the external person. As has been stated previously, this also applies in cases where SALC issues, at your request, a certificate, opinion or similar to an external person.
8.10 The limit of liability as described in these terms and conditions or in a separate agreement with you applies to SALC. It also applies in every respect and for the benefit of partners or former partners in SALC, of lawyers and of other persons who work for or are engaged or have been engaged by SALC.
9 Complaints and claims procedure
9.1 If you are, for any reason, dissatisfied with SALC’s services and wish to lodge a complaint, SALC requests you to inform the Partner responsible for the assignment to this effect as soon as possible but under no circumstances later than six (6) months from receiving SALC’s final invoice, see below. Alternatively, you can always contact SALC’s Managing Partner.
9.2 Claims associated with advice provided by SALC must be submitted to SALC’s Managing Partner as soon as you have become aware of the circumstances underlying the claim. Claims may under no circumstances whatsoever be submitted later than 180 days after (i) the date of SALC’s last invoice for the assignment to which the claim relates and (ii) the date when the circumstances underlying the claim were made known or could have been made known to you if you had made reasonable inquiries.
9.3 If a client, who is a consumer, is not satisfied with a service provided by SALC, the client has the option to contact the Swedish Bar Association’s Consumer Disputes Committee. Before such action is undertaken, the client shall contact the lawyer to discuss the issue and attempt to reach a consensual solution. The term “consumer” in this context means a natural person who is acting for purposes which fall outside the scope of business or professional activities. More information about the Consumer Disputes Committee and what areas it examines can be found on the Committee’s website at www.advokatsamfundet.se/konsumenttvistnamnden.
The Consumer Disputes Committee has the following contact details. Address: Konsumenttvistnämnden, Sveriges advokat-samfund, Box 27321, 102 54 Stockholm.
Telephone no: +46 (0)8 459 03 00.
Email: konsumenttvistnamnden@advokatsamfundet.se
9.4 If SALC or SALC’s insurer pays you compensation in connection with your claim, you must, as a condition of payment, transfer to SALC or SALC’s insurer the right of redress against third parties by means of subrogation or assignment.
10 Liability insurance
10.1 SALC takes out liability insurance policies in excess of the Swedish Bar Association’s mandatory liability insurance. The excess amount may vary over time.
11 Termination of assignment
11.1 You can at any time terminate your cooperation with SALC by requesting SALC in writing to resign from the assignment. You must in all cases pay for the services supplied by SALC and the costs which SALC incurred prior to the assignment being terminated.
11.2 The law and generally accepted legal practice determine under what circumstances SALC is entitled or is obliged to decline or resign from an assignment. This may be the case, for example, when the client is unable to provide satisfactory identification, when money laundering or terrorist financing is suspected, when there is a conflict of interests, when payment has not been made, when insufficient instructions have been provided or there is no longer any trust between you and SALC. If SALC resigns from the assignment, you must in all cases pay for the services SALC provided and the costs which SALC incurred prior to resignation. The assignment is terminated, under any circumstances, when it has been completed.
12 Archiving
12.1 When an assignment has been completed or terminated in some other manner, SALC will archive (at the premises of SALC or a third party, in hard copy or electronic form) substantially all documents and results which have been accumulated and generated during the assignment. The documents and results will be archived during the period required, in SALC’s view, by the nature of the assignment, but never for a shorter period than the time required by law or generally accepted legal practice.
12.2 As SALC is obliged to archive substantially all the documents and results which have been accumulated and generated during the assignment, SALC cannot fulfil a request to restore (without making and keeping a copy) or destroy a document or result before the archiving period has expired. If you should request SALC to empty an electronic folder in SALC’s document management system, SALC will comply with your wish to the extent permitted by law and generally accepted legal practice (but SALC will in these cases retain a hard copy of the documents which are removed or save them on another electronic storage medium) and normally on a chargeable basis if the task is time-consuming.
12.3 Unless SALC specifically agrees otherwise, SALC will return to you all original documents when an assignment has been completed or terminated in an other manner. SALC may in all cases retain a copy of the original documents.
13 Amendments, precedence and language versions
13.1 If confirmation of the assignment has been provided to you in connection with a specific assignment, the terms and conditions in the confirmation will take precedence over these general terms and conditions if and to the extent the terms are incompatible with each other.
13.2 These general terms and conditions have been drafted in Swedish and in English. The English version prevails.
14 Applicable law and settlement of disputes
14.1 These general terms and conditions and (if applicable) the confirmation of the assignment and all issues relating to them, SALC’s assignment and SALC’s services will be governed and interpreted in accordance with Swedish substantive law.
14.2 Any dispute concerning these general terms and conditions, the confirmation of the assignment (if applicable), SALC’s assignment and SALC’s services will be settled definitively by arbitration according to the rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The place of arbitration and the seat of arbitration will be Stockholm. The language which will be used is English unless you and SALC both agree to use Swedish instead.
14.3 Arbitration which has been requested with reference to section 14.2 and information which emerges during proceedings, as well as any decision or arbitration reported during proceedings will be subject to confidentiality and may not be disclosed to any third party without the explicit consent of the other party. A party will not in all cases be prevented from disclosing such information in order to retain its right in relation to the other party or to an insurer or if such an obligation applies according to binding law or regulations for issuing or similar bodies.
14.4 Irrespective of what is stated in section 14.2, SALC is always entitled to initiate legal proceedings in any competent district court in any competent jurisdiction when it comes to SALC’s unpaid invoices. SALC is then also entitled to file for injunction or take similar precautions to safeguard its claim against you.