Terms and conditions of assignment

THE ASSIGNMENT AND ITS EXECUTION

The client has access to the law firm’s accumulated expertise in the form of all our lawyers. Depending on the nature of the assignment, it is therefore possible for several lawyers to work on a single assignment. The law firm undertakes the assignment for the law firm as a whole, not for an individual. This applies even if it is the client’s express or implied wish that the assignment should be carried out by a specific partner or lawyer. All partners and other staff perform their roles in accordance with these terms and conditions. Partners and other staff therefore do not have any personal liability to the client beyond what is stipulated in mandatory rules. The law firm’s advice in an assignment is tailored to the assignment in question and based on the circumstances which were presented to the law firm. The client therefore cannot use or rely upon this advice in a different situation or for a different purpose than that for which the advice was provided. Unless specifically otherwise agreed, the advice does not entail any tax consequences. Advice in an assignment only concerns Swedish law. In the event that the law firm expresses an opinion on the laws of other jurisdictions, this will only take place for the purposes of providing information based on general knowledge and does not constitute legal advice for which the law firm assumes responsibility. The law firm will assist where necessary in the hiring of legal expertise with regard to other jurisdictions.

FEES

The fees are calculated, unless otherwise agreed, according to the nature and scope of the assignment and the time spent on the case and otherwise according to the principles laid down by the Swedish Bar Association.

INVOICING

The law firm will charge ongoing fees for the work done plus all expenses and disbursements. The services provided are subject to VAT. Invoicing takes place on a monthly basis, unless otherwise agreed.

LEGAL EXPENSES COVER AND LEGAL AID

Some types of insurance policy contain a legal expenses element which, in the event of a dispute, provide the client with the right to insurance compensation to cover the fees and costs of legal representation. It is the duty of the client to inform the law firm if such insurance exists. In the event the client does have legal expenses cover, the client will be charged and invoiced the fees on an ongoing basis in accordance with the law firm’s conventional fee structure and invoicing practices. The compensation that is obtained from the insurance company within the framework of the insurance agreement will be used subsequently to settle the balance. The client is therefore liable to pay any difference between the law firm’s fees and what the insurance company pays out. In some cases, a client who engages the law firm in a private capacity may be entitled to public legal aid. In such cases, special conditions apply to the charging of fees. The law firm will assist where necessary in safeguarding the client’s right to legal expenses cover or legal aid.

PAYMENT

Payment of invoices must take place within thirty (30) days of the invoice date, unless otherwise agreed. In the event of late payment, penalty interest will be charged in accordance with Swedish law. Should the client not pay on time, the law firm reserves the right, after giving notice of this, to cease all further work for the client and to withdraw from the assignment.

RETAINER

The law firm is entitled to charge a retainer to cover fees and expenses. This retainer is a standing advance, which is listed as a separate item in the itemised statement when the assignment is completed. A retainer is thus not deducted from the regular invoices issued on an ongoing basis unless otherwise agreed.

IDENTIFICATION OF CLIENTS ETC.

The law firm is legally obliged to obtain and retain satisfactory evidence of the client’s identity and legal position and, in certain cases, of the origin of funds and other assets. The law firm may therefore request that the client produce identification documents and other documentation for e.g. the client, the client’s company(ies) or another person associated with the client who features in the assignment in some way. Such a request may be made either before or after work on an assignment has begun. If the law firm does not receive the requested documentation, it may then be legally obliged to refuse or immediately withdraw from the assignment. The law firm is legally obliged to report suspicions of money laundering or terrorism financing to the Financial Intelligence Unit of Sweden and is prohibited from notifying the client or presumptive client that it has such suspicions and that such a report has been made or may be made.

DISCLOSURE OF THE CLIENT’S VAT NUMBER IN CERTAIN CASES

In the event the client owns a business in another EU country, the law firm is legally obliged to periodically submit summary reports on this, including the client’s VAT number, to the Swedish Tax Agency in relation to VAT-free sales to another EU country. The VAT number is unique, which is why the reporting in question may result in the client’s identity becoming known. By providing information on their VAT number to the law firm, the client is also giving their permission for the law firm to disclose this when making such reports as specified above.

EXTERNAL CONTRACTORS

The law firm may hire an external consultant for an assignment, as agreed with the client. Such a consultant will be deemed to be independent of the law firm. The law firm is not responsible for advice provided by such a consultant, or for the consultant’s execution of the assignment in general, nor for the fees or expenses charged by the consultant. The fact that the law firm has suggested or recommended the consultant does not mean that the law firm is liable to the client for the consultant’s execution of the assignment. In the event the law firm makes a payment to an external consultant on the client’s behalf, the client is fully liable to the law firm for this payment.

MARKET ABUSE DIRECTIVE

The law firm expects that any client who wishes the law firm to draw up and maintain an insider list so that the client is able to fulfil their obligations under the Market Abuse Directive (2003/6/EC) and underlying regulations will make such a request. If the client requests a copy of the insider list, one will be handed over to the client as soon as possible, under the assumption that this request will be made within five years and one day of the list being drawn up or dated. It is incumbent upon the client to keep the insider list confidential and to only use it to meet the obligations under the regulations referred to above.

INTELLECTUAL PROPERTY RIGHTS

Copyright and other intellectual property rights to the results of the work performed by the law firm during an assignment belong to the law firm. The client is, however, entitled to use the results for the purposes for which they have been produced. Unless specifically otherwise agreed, documents or other results of work performed by the law firm may not be widely circulated or used for marketing purposes.

LIMITATIONS OF LIABILITY

In addition to what is otherwise specified in these terms and conditions of assignment, the following limitations of liability apply. Unless otherwise agreed, the law firm is not liable to the client for the completeness or accuracy of the information that the client or another party provided for an assignment, nor for any loss or damages arising as a result of misleading, incorrect information from or act of omission by a party other than the law firm or its staff. The law firm is not liable to the client for any loss or damages arising as a result of any circumstance outside the firm’s control that the law firm could not reasonably have expected at the time the assignment was taken, nor whose consequences the law firm could not reasonably have avoided or overcome. The law firm is not liable to the client for any loss or damages arising as a result of the client using the results of the work performed by the law firm or its advice in a different context or for another purpose than those for which they were intended. Unless the assignment specifically related to tax advice, the law firm is not liable to the client for any loss or damages arising as a result of the client, as a consequence of the results of the work performed by the law firm or its advice, having tax or additional tax imposed or being at risk of this happening. If the assignment related to advice on possible tax consequences, the law firm’s liability does not encompass taxes that the client must pay, if it was not clear at the time of the law firm’s advice that the client could have achieved their commercial objectives by using an alternative structure or method without additional expense or risk and thereby could have entirely avoided the payment of these taxes. The law firm’s liability to the client will be reduced by amounts which the client may receive through insurance the client has taken out or is otherwise covered by, or by agreements or indemnity bonds that the client has entered into or is a beneficiary of. If several advisors are liable to the client for the same loss or damages, the law firm’s liability will be limited to the part of the loss or damages in the current case in proportion to the entire loss or damages in the same way as the law firm’s fees in proportion to the aggregate amount of the fees for all liable advisors. This applies even if these other advisors have excluded or limited their liability or would be incapable of paying their respective portions of the total claim. If another advisor’s liability to the client is more limited than the law firm’s liability, any potential liability that the law firm has to the client as a consequence of the law firm’s potential joint and several liability with such another advisor will be reduced by the compensation that the law firm would have been able to recoup from the advisor, if their liability to the client had not been limited in this way. This applies regardless of whether or not the other advisor would have been able to pay the compensation to the law firm. Unless this paragraph states otherwise, the law firm is not liable to third parties for any loss or damages arising as a result of the client or third party using the results of the work performed by the law firm or its advice. If, at the client’s request, the law firm permits that third parties may rely on the results of the work performed by the law firm or its advice, or if, at the client’s request, the law firm issues certificates, reports or suchlike to third parties, this should not cause the law firm’s liability to increase or otherwise be affected to the detriment of the law firm. The law firm may therefore be held liable in relation to such a third party only to the same extent as the law firm may be held liable to the client. Amounts which the law firm may be liable to pay to such a third party will to a corresponding extent reduce the law firm’s liability to the client and vice versa. There will not be any client relationship between the law firm and such a third party. Unless specifically otherwise agreed, the law firm’s liability to the client is limited to amounts that can be obtained through the law firm’s professional indemnity insurance. If the law firm suspends execution of an assignment or severs the relationship with the client due to circumstances that depend on the client or a legal obligation or good legal practice, the law firm is not liable in any way for the damages that this may lead to. The law firm’s limitations of liability under these terms and conditions of assignment or under an agreement drawn up specifically with the client also apply to the law firm’s partners and other staff, as well as former employees.

PROFESSIONAL INDEMNITY INSURANCE

In addition to the mandatory professional indemnity insurance required by the Swedish Bar Association, the law firm also has professional indemnity insurance tailored to the specific requirements of the business.

CLAIMS AGAINST THE LAW FIRM

If the client wishes to bring a claim against the law firm, this should take place as soon as the client, after a reasonable investigation, has become or should have become aware of the circumstances on which the claim is based. Any claims, should, however, be brought within 12 months of the date on which the client became or should have become aware of such circumstances and in each case within 12 months of the law firm’s latest invoice for the assignment. If the client’s claim is based on an official authority or third party’s claim against the client, the law firm should be entitled to handle, settle and reach an agreement about this claim on the client’s behalf, provided that the law firm indemnifies the client. If the law firm is not given this right, then the law firm does not assume any liability for the claim. Payment to the client from the law firm assumes that the client transfers the right of recourse from third parties to the law firm or its insurer(s).

COMMUNICATIONS

The law firm communicates regularly with clients and other parties involved in various assignments via several means, including e-mail. These communications entail certain risks, for whose consequences the law firm assumes no liability. In the event the client wishes to avoid electronic communication in an assignment, it is the duty of the client to notify the administrator responsible for the assignment of this wish. The measures that the law firm takes to secure, among other things, communication over the Internet, may result in e-mail not reaching the addressee. The client is therefore encouraged to check that particularly important e-mails have been delivered to the correct recipient.

LANGUAGE VERSIONS

These general terms and conditions of assignment have been drawn up in both a Swedish and an English-language version. The Swedish-language version applies to clients who are domiciled in Sweden, while the English-language version applies to other clients.

AMENDMENTS TO THE TERMS AND CONDITIONS OF ASSIGNMENT

These general terms and conditions of assignment may be amended from time to time. The latest version is available on the law firm’s website: www.front.law. Amendments to the terms and conditions only apply to assignments that were started after publication of the amended version on the website. A copy of the latest terms and conditions of assignment will be provided to the client at their request.

DISPUTE RESOLUTION AND APPLICABLE LAW

Disputes associated with these general terms and conditions of assignment or involving any issue relating to the law firm’s assignments will be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce.

The Rules for Expedited Arbitration must be applied if the disputed value amounts to less than SEK 1,000,000 (one million kronor). If the disputed value amounts to SEK 1,000,000 (one million kronor) or higher, the Arbitration Rules must be applied. The arbitral tribunal should consist of one arbitrator if the disputed value amounts to more than SEK 1,000,000 (one million kronor) but less than SEK 10,000,000 (10 million kronor). If the disputed value amounts to SEK 10,000,000 (10 million kronor) or more, the arbitral tribunal should consist of three arbitrators. The disputed value comprises the claimant’s claim in the request for arbitration and any counterclaims brought in the answer to the request for arbitration.

The seat of arbitration will be Stockholm. The language of proceedings will be Swedish. Swedish law will apply to the dispute.

Notwithstanding what is set out above, the law firm will always be entitled to take the relevant party to court over overdue debts or to take alternative action to recover a debt, such as applying for a payment order.

These general terms and conditions and all questions arising from them, the law firm’s assignment and its services will be governed by and interpreted in accordance with Swedish law.