1 APPLICATION AND INTERPRETATION
1.1 These general terms and conditions apply to all services provided to clients by Advokatfirman Källén AB (”AFK”) and lawyers and associates working for AFK.
1.2 The contract will always be between the client and AFK, which applies also when it is agreed or implicitly understood that the work shall be performed by an appointed individual(s) at AFK. AFK’s owner(s) and other persons employed for or engaged by AFK are comprised by these conditions and the limitations of liability set out in these conditions, and such persons shall under no circumstances have individual responsibilities in relation to clients, except as otherwise provided by mandatory law.
1.3 Irrespectively of anything to the contrary in Clause 13, any variation of these General Terms must be agreed in writing prior to application.
1.4 AFK is required to observe the code of conduct established by the Swedish Bar Association.
1.5 All aspects of a transaction shall be considered to be one single matter, irrespectively of whether it involves several legal or individual entities, legal branches or if separate invoices shall be issued.
2 CLIENT IDENTIFICATION
2.1 According to applicable legislation, AFK will at times be required to verify the identity of the client(s) and any company ownership structure as well as to seek information about the nature and objectives of the matter and the client’s relationship with AFK.
2.2 AFK cannot be held liable for any loss or damage which is directly or indirectly caused a client and arising out of our duty by law to disclose any suspicion of money laundering or terrorism financing to the police authorities.
3.1 A contact person will be appointed at AFK for each matter, who will have the overall responsibility therefore. In addition, other staff at AFK may perform work on the matter at hand.
3.2 AFK advice is tailored to the circumstances of each particular matter, facts presented to AFK and instructions given by the client. They do not include, unless separately agreed, potential tax consequences. The client may not rely on any other given advice which relates to any other matter or purpose.
3.3 AFK will not supply any financial or accounting advice.
3.4 AFK is not qualified to give any advice regarding any jurisdiction other than the Swedish. AFK will, however, after agreement with the client, be pleased to assist in obtaining the necessary advice from lawyers qualified in the relevant jurisdiction.
3.5 Advice given is based on the law as it stands at the date of the advice. If expressly not agreed, AFK will not update the advice given at a later date as a consequence of change in law.
AFK will communicate in a matter in a variety of ways including by e-mail. AFK will not accept any responsibility for risk associated with this manner of communication. The client must inform AFK in case he does not accept communication by e-mail.
5 INTELLECTUAL PROGERTY RIGHTS
Copyright and other intellectual property rights in work products that AFK generates in a matter will belong to AFK. The client has the right to use the results for the purpose(s) for which it is provided. If not otherwise agreed, the client is not allowed to circulate documents generated by AFK or use them for marketing purposes.
6.1 AFK will protect all information disclosed by the client and treat it confidentially in accordance with the code of conduct of the Swedish Bar Association and will only disclose information in situations which require it in accordance with the rules mentioned or required by law.
6.2 Clients registered for VAT in any other EU country than Sweden acknowledge that AFK must report the client’s VAT number to a periodical register as required by the Swedish tax authorities.
6.3 If AFK, with the client’s prior approval, engages other advisors and professionals, it is assumed that information given by the client may be disclosed to these unless expressly not agreed by the client.
7 OTHER ADVISERS AND PROFESSIONALS
7.1 If AFK, with the client’s prior approval, engages other advisers and professionals, such adviser shall be considered to be independent of AFK. AFK assumes no responsibility for advice given or work carried out. This applies irrespectively of whether the adviser/professional reports to AFK or to the client directly. If AFK, under prior approval, thus engages other advisers/ professionals, this agreement also includes all limitations of liability.
7.2 Advisers or professionals are engaged by AFK on behalf of the client. AFK will not be responsible for fees and costs charged by them.
7.3 If several advisers/professionals, together with AFK, could be held liable for loss or damage suffered by the client, AFK’s responsibility for such damage shall, subject to Clause 11, be reduced to maximum the part of the damage which AFK’s fee bears in relation to the sum of the fees payable to all advisers/professionals which can be held liable for the damage. If AFK and other advisers/professionals can be held liable for the damage suffered by the client and if the responsibility of the other advisers/professionals is more limited than that of AFK, AFK’s responsibility shall be reduced with the amount corresponding to what AFK otherwise could recover from such adviser/professional if its liability had not been so limited.
8 FEES AND EXPENSES
8.1 AFK fees follow the Swedish bar association’s code of conduct meaning fees are normally determined on the basis of a number of factors, such as time spent, complexity of work performed, time constraints, result achieved, values concerned, risks assumed (if any) by AFK, as well as on the qualifications and experience of staff and resources required.
8.2 On request AFK can provide the client with an estimate of the expected fee for the engagement. Such estimation will be based on information available and cannot be regarded as a fixed quote.
8.3 In addition to fees, AFK is likely to incur incidental costs, such as registration fees, travel and compensation to other advisers/professionals which AFK will invoice the client. AFK may also invoice i e photocopying and other administrative costs.
8.4 All fees and expenses are indicated on invoices exclusive of VAT, which will be charged by AFK where appropriate.
9 INVOICING AND PAYMENT
9.1 AFK usually invoices on a monthly basis for work done during the preceding month as well as for expenses. AFK invoices can be on account preliminary or final. In case of on account preliminary invoice, the final invoice will set out the total amount of fees and expenses with the fees and expenses payable according to any on account preliminary invoice.
9.2 AFK reserves the right to request advance payment for fees and expenses. The amount thus paid in advance by the client will be used in settlement of future invoices. The amount of the advance payment shall not be understood to contain any final agreement regarding the total costs for the matter.
9.3 Advance payments and other funds received by AFK will be transferred to a client account with AFK as account holder, but held on behalf of the client. The client accepts that the balance on the client account is pledged as security for AKF’s clams for fees and disbursements. AFK is entitled to execute and enforce the pledge by withdrawing the relevant amount from the client account to settle any invoice from AFK to be paid by the client.
9.4 If AFK’s fees and expenses are financed by the client’s taking a legal insurance, the client is still obliged to finance fees and costs to the extent they exceed any sum paid under the insurance. The client is responsible for obtaining information about and agreeing on the conditions of the relevant legal insurance, in particular on the amount of the excess and the maximum payable amount.
9.5 Unless otherwise agreed, AFK invoices fall due within 20 days after the invoice date. If an invoice is not paid, interest will be charged according to law.
9.6 In litigation and arbitration, the losing party may be ordered to pay the costs of the winning party (including legal fees). Usually, the entire legal costs of the winning party are not compensated. Irrespectively of whether the client is the winning or losing party, the client is obliged to pay for all AFK services rendered and expenses incurred in representing the client in litigation or arbitration.
10 TERMINATION OF ENGAGEMENT
10.1 The client may terminate the engagement with AFK at any time by request in writing to cease the relation.
10.2 AFK’s right and obligation to decline or withdraw from a matter is regulated by law and the Swedish bar association’s code of conduct. This may, for example, be the case in the event of non-payment or conflicts of interest. In any event, an engagement will end when the matter is terminated.
10.3 When the matter is terminated, the client is obliged to pay fees and expenses incurred prior to the date of termination.
10.4 After conclusion or termination of an engagement, AFK is obliged by law and code of conduct to retain the major part of documents and work products in the matter. AFK reserves the right to retain documents for a longer period than required by law and code of conduct if appropriate.
11 LIMITATION OF LIABILITY
11.1 AFK has taken a general liability insurance mandatory according to the rules of the Swedish Bar Association. Further, AFK has taken additional insurance cover.
11.2 AFK is only liable for damage caused by AFK’s negligence when performing the service to clients. The liability of AFK shall at all times and in any event be finally limited to what is covered by the liability insurance held by AFK (less any deductible applicable). A price reduction or any other remedy cannot be available in addition to damages. Neither can AFK accept any obligation to pay penalties.
11.3 AFK’s liability for damage will be reduced by any amount which can be obtained under any insurance or contract maintained by the client, or by any other agreement or insurance provider where the client is a beneficiary.
11.4 AFK will not be liable for any damage or loss suffered as a result of the client’s use of AFK’s work or advice in any other context or for any other purpose than for which it was given. Except as provided in Clause 11.6, AFK will not be responsible for damage to any third party by the client’s use of AFK’s advice or work products.
11.5 AFK will not be liable for any damage suffered as a result of events beyond AFK’s control and which AFK reasonably could not have foreseen and avoided at the time the engagement was accepted
11.6 If AFK, on the client’s request, agrees that a third party may rely on AFK’s work product or advice, this will not increase or otherwise affect AFK’s liability for damage. The responsibility in relation to the outside party, as provided in this Clause 11.6, is reduced to the responsibility AFK will have to the client and vice versa.
12 COMPLAINTS AND CLAIMS PROCEDURE
12.1 If, for any reason, the client has a complaint against AFK’s services, the appointed contact person for the relevant matter shall be notified as soon as possible and AFK will carry out an investigation to clarify the circumstances of the complaint.
12.2 Claims thus related to the complaint shall be made to AFK as soon as the client becomes aware of the relevant circumstances leading to the complaint. No claim may be made later than: (i) 12 months from the date of the last invoice was issued in the matter or (ii) 12 months from the date at which the relevant circumstances causing the claim became known to the client, or could have become known after reasonable investigations.
12.3 Should the client’s claim be based on a claim against the client by a third party, AFK or AFK’s insurer shall be entitled to meet, settle or compromise the claim on the client’s behalf, provided that – taking into consideration these general terms – the client is indemnified by AFK. If the client, without AFK consent, meets, settles or otherwise acts in relation to a claim made against the client, AFK will not be liable for any claim made against AFK.
12.4 If the client is reimbursed by AFK for any claim, the client shall transfer the right to recourse against third parties by way of subrogation or assignment to AFK or AFK’s insurers.
13 CHANGES ETC.
These general terms and conditions may be amended from time to time. The current version can always be viewed on AFK’s website (www.advkallen.se). Amendments will become effective only in relation to matters initiated after the amended version was posted on the website.
14 GOVERNING LAW AND DISPUTE RESOLUTION
14.1 These general terms as well as questions or disputes in connection with them shall be governed and construed in accordance with substantive Swedish law.
14.2 A client, who is a consumer when giving the assignment to AFK, may have the right to have a dispute with AFK settled by the Swedish Bar Association’s Consumer Dispute Board, which has the following address: Konsumenttvistnämnden, Sveriges advokatsamfund, PO Box 27321, 102 54 Stockholm, Sweden; firstname.lastname@example.org. More information about the Consumer Dispute Board are available on https://www.advokatsamfundet.se/Konsumenttvistnamnden
14.3 Any dispute arising out of these general terms or any matter where AFK has given advice, shall, unless the dispute has been settled by the Swedish Bar Association’s Consumer Dispute Board, finally be settled by arbitration administrated by the Arbitration Institute of the Stockholm Chamber of Commerce (“the Institute”). The Institute’s Rules for Expedited Arbitration shall be in force, provided that the Institute, taking into consideration the degree of difficulty, the amount concerned by the dispute and other circumstances, will consider that instead the Arbitration Rules for Stockholm Chamber of Commerce shall apply. In that case, the Institute also shall decide if arbitration board shall consist of one or three arbitrators. The arbitral proceedings shall be held Malmö in the Swedish language.
14.4 The Arbitral proceedings, including any information obtained in the Arbitral proceedings, as well as decision or arbitration notified with reference thereto, will be subject to confidentiality. However, confidentiality will not apply in case of removing information relevant to the case for the purpose to of maintaining a party’s right in relation to the opposing party or if such obligation applies according to mandatory law.
14.5 Notwithstanding the foregoing under this Clause 14, AFK shall be entitled to commence proceedings regarding any outstanding sums in any court with jurisdiction over the client or any of the client’s assets.
Terms and conditions published in February 2020