GENERAL TERMS OF ENGAGEMENT
1.1 The following general terms and conditions of service (the “Terms of Engagement”) shall apply to all services (“Engagement”) which Front Advokater AB, reg. no. 556692-2208, (“Front”; also “we” and “our”) provides to our client (the “Client”; also “you” and “your”).
1.2 When you engage Front, you are deemed to have accepted the Terms of Engagement.
1.3 When Front provides the service, Front is obligated to comply with the Swedish Bar Association’s Code of Conduct as well as corresponding rules of other authorised bar associations, including the Council of Bars and Law Societies of Europe (CCBE).
1.4 Subject to the provisions set forth in section 16.1, each and every divergence from the Terms of Engagement must be agreed in writing with the Client in order to be valid.
2 VERIFICATION OF IDENTITY AND PROCESSING OF PERSONAL DATA
2.1 Front is required by law to collect and preserve satisfactory proof of the Client’s identity and, for a legal entity, its ownership structure and, in certain cases, the source of funds and other assets. The collected information forms the basis for mandatory monitoring of any conflicts of interests, the avoidance of money laundering and terrorist financing and, where applicable, the handling of insider information. Accordingly, we may request identity documents and other documentation concerning you, your company or any other person associated with you who may be encountered in performance of the Engagement, as well as documentation showing the source of funds and other assets. Such a request may be made both before and after commencement of the provision of an Engagement. If we do not receive requested documentation, we may have a legally imposed obligation to decline or immediately withdraw from provision of the Engagement. Front shall retain all information and documentation which Front collects in connection with such monitoring. As a rule, Front also needs to process the personal data of the Client’s representatives and beneficial owners for the same purpose, and you are responsible for ensuring that these persons accept such processing.
2.2 Front is required, by law, to report suspected money laundering and terrorist financing to the Swedish Financial Police. Front is also precluded from notifying the Client or prospective client that such suspicion exists and that a report has been, or may be, submitted to the Swedish Financial Police. In the event of suspected money laundering or terrorist financing, Front is obligated to decline or withdraw from the Engagement.
When you engage Front, you thereby give us the right, unless you notify us otherwise, to take the measures which we deem necessary or desirable to perform the Engagement. For example, we shall be entitled, on your behalf, to engage other consultants and experts, as well as to incur reasonable costs on your account. If we engage other consultants and experts, we may request that you enter into a direct contractual relationship with such consultants and experts and thereby assume direct responsibility for payment of the fees and costs of consultants and experts.
4.1 For each Engagement we perform, one lawyer, member of the Swedish Bar Association (Sw: advokat), at Front shall have primary responsibility for performance of the Engagement. The lawyer in charge has full discretion to appoint any other lawyer member of the Bar Association, lawyer and other personnel who they decide should handle the Engagement in order to ensure that the Engagement is performed appropriately. The foregoing also applies even if you have an express or unstated wish that that the Engagement be performed by certain personnel. Taking into consideration the nature of the Engagement, more than one lawyer member of the Bar Association and/or lawyer may provide the service.
4.2 Front’s services are tailored to the circumstances of the Engagement, the facts presented to us, and the instructions you give us. Accordingly, you cannot rely on particular advice in connection with any other matter or use it for any purpose other than that for which it is provided.
4.3 The advice provided by Front under the Engagement only relates to Swedish law. In the event Front makes a statement regarding legislation in other jurisdictions, such statement is only made for informational purposes based on general knowledge and does not constitute legal advice for which Front assumes responsibility. If necessary, Front will assist in engaging legal expertise with respect to other jurisdictions.
4.4 Unless otherwise separately agreed, the Engagement does not include any potential tax consequences.
5 INTELLECTUAL PROPERTY RIGHTS
Front shall hold any copyright and intellectual property rights to the results of the work which Front generates in the course of the Engagement. However, you shall be entitled to use the results of the work for the purposes for which they were generated. Unless otherwise separately agreed, no document or other result of the work generated by Front may be publicly disseminated or used for marketing purposes.
6 CONFIDENTIALITY AND EXCEPTIONS
6.1 Front protects the information which you provide to us in an appropriate manner and in accordance with good professional conduct. However, in certain cases, we have a legal obligation to disclose such information. In addition, good professional conduct allows Front to disclose such information in certain situations.
6.2 In the event Front performs the Engagement for more than one Client, we shall be entitled to disclose such material and other information which one of the Clients provides to Front to the other Clients. In addition, in certain cases we are subject to an ethical obligation to share such material and information with the other Clients.
6.3 Where Front engages or cooperates with other consultants or experts in the course of performing the Engagement, we shall be entitled to disclose such material and other information which we deem may be relevant to enable the consultant or expert to provide advice or perform other services for you. The foregoing shall also apply to such material and other information which Front receives as a result of the monitoring and verification which we have conducted under sections 2.1 and 2.2.
6.4 Where Front does not charge value-added tax for Front’s services to the Client, in certain cases Front is required, by law, to provide information to the tax authorities regarding the Client’s VAT number and the value of the services provided. When you engage us, you are deemed to have consented to us providing this information to the tax authorities.
6.5 If and when the Engagement enters the public domain, Front shall be entitled, in its marketing and on its website, to provide information regarding its participation in the Engagement and other information regarding the Engagement which is already part of the public domain.
7 THE MARKET ABUSE DIRECTIVE
Front expects that any Client that wants Front to prepare and maintain an insider list in order to enable the Client to fulfil its obligations in accordance with the Market Abuse Directive (2014/57/EU (“MAD”)), the Market Abuse Regulation (EU no. 596/2014 (“MAR”)), and the EU Market Abuse Regulation (Supplementary Provisions) Act (2016:1306) and underlying rules, shall make such a request. If you request a copy of the insider list, a copy will be turned over to you as soon as possible, provided such request is made within five years and one day after the list was prepared or dated. You are obligated to keep the insider list confidential and to use it only to fulfil the obligations pursuant to the above-stated rules.
Front communicates on a regular basis with you and other stakeholders in the Engagement, inter alia, by email. Such communication entails certain risks, and Front assumes no responsibility for the consequences of such risks. In the event you wish to avoid electronic communication in respect of the Engagement, you are obliged to notify us of this fact. The measures Front takes in order to safeguard, inter alia, communication via the Internet, may result in email not reaching the addressee. Therefore, you are encouraged to verify that a more important email has reached the right recipient.
9 FEES AND COSTS
9.1 Front’s fees are charged in accordance with the principles which comply with good professional conduct and are normally determined based on a number of factors such as, for example, time expended, complexity, expertise, skill, experience and the resources required to perform the Engagement, the values involved in respect of the Engagement, any risks for Front, time constraints and result achieved.
9.2 In addition to fees, we charge for reimbursement of our costs. This may, for example, relate to registration fees, investigation costs, costs for other consultants and experts, messenger and travel costs, costs for temporary personnel, catering, copying, fax and telephone.
9.3 In addition to compensation for fees and reimbursement of costs, value-added tax shall be added in the event we are obligated to charge for such.
10 INVOICING AND PAYMENT
10.1 As a rule, Front invoices the Client monthly. The invoices may either be on account (Sw: a conto) or final. An invoice on-account does not necessarily state an exact estimate of the amount which is to be paid for the Engagement. In the event we invoice you on account, the final invoice will state the total fee for the Engagement or part of the Engagement, less the fees which have been invoiced on account.
10.2 In certain cases, Front will request fees and costs in advance. Amounts paid in advance will then be used to settle future invoices. The advance is a standing advance, reported when the Engagement is concluded. Thus, advances are not deducted in connection with current invoicing unless otherwise agreed. The total amount for the Engagement may be higher or lower than the amount of the advance.
10.3 A due date is stated on each invoice. Ordinarily, the due date is not earlier than 30 days from the date of invoice. In the event of non-payment, interest on arrears shall be charged pursuant to the interest rate applicable under the Swedish Interest Act as from the due date until the payment is received.
10.4 With respect to judicial and arbitral proceedings, the losing party may be obligated to pay the winning party’s litigation costs (including legal fees). However, it happens that courts decide that the prevailing party’s litigation costs are not fully compensable. However, regardless of whether you are a prevailing or losing party, you must make full payment to Front for the Engagement and for the costs we incurred in connection with our representation of you in any judicial or arbitral proceedings.
10.5 Where Front’s fees and costs are to be financed by your recourse to legal expenses insurance, you still must pay the fees and costs which exceed the amount paid under the insurance. Front will charge you and invoice you according to our customary invoicing routines even if your claim for legal expense cover has been approved. The indemnification received from the insurance company under the scope of the legal expenses insurance will then be deducted.
10.6 In certain cases, a Client who, in their capacity as a private person, engages Front may be entitled to legal aid. In such cases, separate terms and conditions shall apply for charging fees. We assist, when necessary, so that you can take advantage of your right to legal aid.
10.7 If the Client asks Front to address an invoice to a third party, we will only do so provided that it is clear that the practice does not violate any law, that the identity and other circumstances set forth in section 2 have been confirmed with respect to the invoice recipient and that you, at Front’s request, immediately pay the amounts which are not paid on the due date. No attorney-client relationship shall arise between Front and the invoice recipient.
11 LIABILITY AND LIMITATIONS OF LIABILITY
11.1 Front’s liability for loss which the Client incurs as a result of errors or omissions or breach of contract by Front shall be limited to SEK 50 million per engagement or, where Front’s fees for the relevant engagement are less than SEK 1 million, SEK 5 million.
11.2 Under no circumstances shall Front be liable for loss of production, lost profits or any other consequential damage or loss or incidental damage or incidental loss.
11.3 Front’s financial liability shall be reduced by any amount which the Client may receive under insurance which the Client has purchased, or under which the Client is otherwise covered, or pursuant to an agreement or a indemnification undertaking which the Client has entered into or is a beneficiary of, provided that it is not incompatible with the insurance terms and conditions of insurance or the terms and conditions of the agreement or the indemnification undertaking, and that the Client’s rights under the insurance, agreement or indemnification undertaking are not restricted.
11.4 Other consultants and experts shall be deemed to be independent of Front irrespective of whether Front engaged them or the Client contracted with them directly. Accordingly, Front shall not be liable for other consultants and experts, neither for the fact that they were selected, nor because Front recommended them, nor for the advice and other services which they provide. The foregoing shall apply irrespective of whether they report to Front or directly to the Client.
11.5 Where the Client has accepted a disclaimer of liability or limitation of liability in relation to any other consultant or expert, Front’s liability shall be reduced by the amount which Front could have obtained from the consultant or expert had the consultant’s or expert’s liability not been precluded or limited, irrespective of whether the consultant or expert was capable of paying the amount to Front.
11.6 Front shall not be liable for loss incurred because the Client has used the results of Front’s work or Front’s advice in a context or for a purpose other than for which it was given. Unless otherwise follows from the provisions set forth in section 11.7, Front shall not be liable for loss incurred by a third party because the Client uses the results of Front’s work or Front’s advice.
11.7 Unless the Engagement specifically relates to tax advice, Front shall not be liable for damage which the Client incurs due to the fact that the Client, as a consequence of the Engagement, is subject to taxation or risks being subject to taxation or tax surcharges. Where the Engagement relates to advice regarding potential tax consequences, Front’s liability shall not include taxes that the Client must pay unless, at the time Front provided the advice, it was clear that the Client could have attained their commercial goals by using an alternative structure or method without additional expense or risk and thereby would have avoided the payment of these taxes.
11.8 Front cannot be held liable for loss incurred as a consequence of Front’s compliance with good professional conduct or the obligations Front understands as imposed, by law, on the law firm, e.g. those described in sections 2.2 and 6.4.
11.9 Front may not be held liable for loss incurred as a consequence of circumstances beyond Front’s control which Front could not have reasonably foreseen at the time the Engagement was accepted and the consequences of which Front could not reasonably have avoided or overcome.
11.10 Where Front, at the request of the Client, consents to reliance by a third party on the results of Front’s work or Front’s advice, this shall not result in an increase in Front’s liability or other detrimental impact on Front. Front may be held liable in relation to such a third party only to the same extent to which Front may be held liable in relation to the Client. Any amount which Front may be liable to pay to any such third party shall, to a corresponding extent, reduce Front’s liability to the Client and vice versa. No attorney-client relationship between Front and the third party shall arise. The foregoing shall also apply in those cases where Front, at the Client’s request, issues any certificate, opinions or suchlike to a third party.
11.11 The limitation of liability which applies to Front under these terms or any separate agreement with the Client shall, in all respects, also apply to the benefit of, and be applicable to, lawyers member of the Bar Association and other lawyers at Front and other persons who work for or are, or have been, engaged by Front.
12 LIABILITY INSURANCE
Front maintains liability insurance in addition to the liability insurance required by the Swedish Bar Association.
13 PROCEDURE IN THE EVENT OF COMPLAINTS AND CLAIMS
13.1 If, for any reason you are dissatisfied with our performance of the Engagement and wish to make a complaint, we request that you notify the lawyer responsible for the Engagement as soon as possible. Alternatively, you may also contact Front’s CEO.
13.2 Any claim related to advice which Front has given must be made to our CEO as soon as you have discovered the circumstances which form the basis of the claim. No claim may be made later than 365 calendar days after the latest of: (i) the date of Front’s final invoice in relation to the Engagement to which the claim is related; and (ii) the date when you discovered the circumstances which form the basis of the claim or when you could have discovered such circumstances had conducted out reasonable enquiries.
13.3 If your claim is based on a claim made by public authority or other third party against you, Front or Front’s insurer shall be entitled to respond, adjust and settle the claim on your behalf provided that Front, taking into consideration of the limitations on liability stated in the Terms of Engagement and (where applicable) the engagement letter, holds you harmless. In the event the Client responds, adjusts, settles or otherwise takes any measures regarding such a claim without Front’s consent, Front shall have no liability whatsoever in respect of the claim.
13.4 In the event that Front or Front’s insurer pays compensation to you as a result of your claim, you shall, as a condition for the payment, assign to Front or Front’s insurer the right of recourse against third parties through subrogation or assignment.
14 TERMINATION OF THE ENGAGEMENT
14.1 You may discontinue the cooperation with Front at any time by requesting, in writing, that we withdraw from the Engagement. However, you must pay for the services that Front has provided and for the costs that we incurred prior to termination of the Engagement.
14.2 The law and good professional conduct state the circumstances under which Front shall be entitled or obligated to decline or withdraw from an Engagement, for example in the event of insufficient client identification, suspected money laundering or terrorist financing, a conflict of interest, non-payment, inadequate instructions or the loss of confidence between Front and the Client. Where Front withdraws from the Engagement, you must nevertheless pay for the services we have performed and for the costs we incurred during performance of the Engagement prior to the withdrawal. Under all circumstances, the Engagement shall terminate when it is completed.
15.1 When the Engagement is completed or otherwise terminated, Front shall archive (at Front or at a third party and in paper or electronic form) essentially all documents and results of work gathered and generated during the Engagement. The documents and results of work shall be archived for the time which, in our assessment, is required by the nature of the Engagement, however never for a period shorter than that required by law or good professional conduct.
15.2 Since Front is obligated to archive virtually all documents and results of work gathered or generated during the Engagement, we cannot comply with a request to return (without making and retaining a copy) or destroy documents or result of work before the archiving period has expired. If you request that we empty an electronic file in our document management system, we will comply with your wishes to the extent permitted by law and good professional conduct (however Front shall, in such cases, retain a paper copy of the documents which are removed, or shall save them on electronic storage media) and ordinarily in exchange for compensation if the work is time-consuming.
15.3 Unless Front separately agrees otherwise, we will provide you with all original documents when the Engagement is completed or otherwise terminated. However, Front may retain a copy of the original documents.
16 AMENDMENTS, PRECEDENCE AND LANGUAGE VERSIONS
16.1 Front may amend the Terms of Engagement from time to time. The applicable version shall at all times be accessible on Front’s website, http://front.law/en/terms-and-conditions/. Amendments of the Terms of Engagement shall only apply to Engagements which commenced after the amended version was published on the website. A copy of the applicable Terms of Engagement will be provided to the Client at the Client’s request.
16.2 Where an engagement letter has been provided to the Client in connection with the Engagement, the terms of the letter shall take precedence over the Terms of Engagement if, and to the extent that, the terms are incompatible.
16.3 The Terms of Engagement have been prepared in Swedish and English language versions. The Swedish language version shall apply to Clients domiciled in Sweden. The English language version shall apply to other Clients.
17 APPLICABLE LAW AND DISPUTE RESOLUTION
17.1 The Terms of Engagement and (where applicable) the engagement letter and all questions related to the Engagement and Front’s services shall be governed and interpreted in accordance with Swedish substantive law.
17.2 Disputes arising from the Terms of Engagement, engagement letter (where applicable), the Engagement or Front’s services, shall be conclusively determined through arbitration in accordance with the rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply where the amount in dispute is less than SEK 1 million. If the amount in dispute is SEK 1 million or more, the Arbitration Rules shall apply. The arbitral tribunal shall consist of one arbitrator where the amount in dispute is more than SEK 1 million but less than SEK 10 million. Where the amount in dispute is SEK 10 million or more, the arbitral tribunal shall consist of three arbitrators. The amount in dispute includes the claimant’s claim in the request for arbitration and the claim made in the answer to the request for arbitration. The arbitral proceedings shall take place in Gothenburg. The language used shall be Swedish, unless the parties agree to use English instead.
17.3 Arbitration requested with reference to section 17.2 and information which is disclosed during the proceedings, as well as decisions or awards issued as results of the proceedings, shall be confidential and may not be disclosed to any third party without the express consent of the opposing party. However, a party shall not be precluded from disclosing such information in order to preserve its rights vis-à-vis the other party or an insurer, or where such an obligation is imposed by mandatory provisions of law or regulatory framework for issuers or suchlike.
17.4 Notwithstanding the provisions of section 17.2, Front shall be entitled to bring an action for clear and due and payable claims in courts with jurisdiction over the Client or any of the Client’s assets.
17.5 Consumers who are Clients of Front may, under certain circumstances, turn to the Swedish Bar Association’s consumer disputes committee in order to determine fee disputes and other financial claims against Front. For further information, please see www.advokatsamfundet.se/konsumenttvistnamnden.