Afirm Advokat AB (the “Firm”) is authorized and regulated by the code of conduct established by the Swedish Bar Association when providing advice and services to its clients. In addition, the Firm applies the below general terms and conditions (the “General Terms and Conditions”) that the client is deemed to have accepted by engaging the Firm (unless, and to the extent otherwise agreed, in a written engagement letter).
1. Scope of services
(a) The Firm normally agrees on the Firm’s role and the scope of the services to be provided at the commencement of the Firm’s engagement. The nature and scope of the engagement can, however, be revised during the course of the engagement, depending on the client’s instructions or the conditions that apply to the matter from time to time.
(b) The Firm’s advice is tailored to the circumstances in each specific engagement, the facts presented to the Firm and the instructions the client gives the Firm. Accordingly, the advice may not be relied on in any other engagement or used for any purpose other than that for which it was given.
(c) The Firm is qualified to give advice on the legal position in the jurisdiction in which its lawyers are authorized to practice law (Sweden) and the Firm does not provide advice on the legal position in any other jurisdiction. Based on the Firm’s general experience in dealing with other jurisdictions, the Firm may however express views on legal issues in another jurisdiction. This is merely intended to provide the benefit of our experience and does not constitute legal advice.
(d) The Firm does not provide tax law advice, accounting advice, investment advice or any similar economic advice.
(e) The engagement is with the Firm and not with any other legal entity or individual associated with the Firm.
2. Conflict of interest
Prior to taking on any engagement, the Firm carries out a conflict check in accordance with the applicable bar rules, to verify whether a conflict of interest exists. Such conflict check is generally conducted within 24 hours. Should subsequently circumstances arise that would prevent the Firm from acting for a client in an ongoing or future engagement, the Firm undertakes to inform the client in question thereof without delay, and will strive to resolve the issue in accordance with the applicable bar rules taking into account the best interests of its clients.
3. Client identification and anti-money laundering procedures
(a) In certain engagements, the Firm may be required by applicable law to verify its clients’ identity and their ownership structure, as well as obtain information about the nature and purpose of an engagement. In some cases, the Firm may also be required to verify the origin of funds and other assets. The firm may therefore request, among other things, evidence of the Firm’s clients’ identity, of the identity of another person involved on the Firm’s clients’ behalf, and (in the case of legal entities) of persons who are their beneficial owners, as well as information and documentation evidencing the origin of funds and other assets. The Firm is, for example, also under an obligation to verify such information from external sources.
(b) The Firm is required by law to report suspicions of money laundering or financing of terrorism to the relevant government authorities. In such situations, the Firm is prevented by law from informing the client of our suspicions or that a report has been, or will be, made.
(c) The Firm is not liable for loss or damage caused to the client, directly or indirectly, as a consequence of the Firm’s compliance with the obligations the Firm has considered to be incumbent on the Firm under mandatory law.
4. Communication
(a) The Firm communicates with its clients in a variety of ways, including via the Internet and email. Although the Firm exercises due care in data security in accordance with industry standards, some risk is always associated with such communications. The Firm offers its clients several types of email encryption options, which can be set up upon request by the client.
(b) The Firm’s IT systems include spam filters and anti-virus programs. These may sometimes block or reject legitimate emails. The Firm therefore encourages clients to confirm the delivery of any important emails, for example, by ensuring receipt of a response, or by other means of communication.
(c) The Firm may use cloud-based software and other professional software to review, modify and/or share document with clients.
5. Confidentiality
(a) The Firm is under an obligation to keep communication between the Firm and clients confidential. The Firm protects confidential information disclosed to the Firm in an appropriate manner and in accordance with the Firm’s statutory confidentiality obligations and the applicable bar rules. In some exceptional cases the Firm may, however, be required to make certain disclosures based on applicable laws or regulations.
(b) When a particular transaction or other matter has become publicly known, the Firm may disclose acting on behalf of the client and the Firm’s involvement in such matter in our marketing material, including on the Firm’s website. Such disclosure may only contain information that is already in the public domain. If a client does not wish for the Firm to make such disclosures, the client should notify the Firm thereof prior to the transaction or other matter becoming publicly known.
(c) If the Firm engage or liaise with other advisors or professionals in the course of providing our services, the Firm may communicate to them all information which the Firm believes may be relevant to assist them in advising or carrying out the work for the client.
7. Market Abuse Directive - insider lists
The Firm expects its clients to inform the Firm when they require the Firm to establish and maintain an insider list to comply with the Firm’s clients’ obligations under the Market Abuse Directive (2003/6/EC) and/or corresponding rules and regulations. The Firm will maintain such insider lists and provide the client with copies of such insider lists upon request, for a period of five years and one day from the expiry of the insider nature of the matter.
8. Fees and expenses
(a) The Firm’s fee principles comply with the rules of the Swedish Bar Association and are normally determined based on a number of factors, including:
(b) The Firm is committed to managing expectations in fees by communication. The Firm may, upon request, provide fee estimates at the outset of an engagement, as well as regular updates or reporting regarding fees incurred. Depending on the engagement, the Firm may also agree on a budget, milestones or other fee arrangements. Any fee estimates provided are based on an assessment of information available at the time and should be regarded as indicative and non-binding. Fee estimates are also based on the agreed scope of the Firm’s involvement, and the Firm reserves the right to revise these estimates should the scope of work change or should other circumstances cause them to become inaccurate.
(c) All fees are exclusive of value added tax or other taxes, which will be charged where appropriate in accordance with applicable laws and regulations.
(d) Any courier charges, travel expenses and other similar out-of-pocket expenses incurred, as well as any fees and expenses payable to e.g., public authorities, and foreign advisors and local agents, will be charged separately.
9. Invoicing and payment
(a) The Firm invoices for its services on a monthly basis. In certain engagements, the Firm may also accept less frequent invoicing or invoicing at the completion of an engagement.
(b) Payment of invoices is due within 14 days of the date of the invoice, unless otherwise agreed with the client. (c) Reminders are issued if an invoice is overdue. Interest is payable on overdue invoices under the law governing the engagement from the due date until the date of payment.
(c) In some cases, the Firm is required by law to provide information to the tax authorities on the VAT (value added tax) registration number of a client and the value of the services the Firm has provided.
(d) If the Firm invoices remain unpaid after the due date, the Firm reserves the right to decline to accept new engagements or continue pending engagements.
10. Intellectual property rights
The copyright and any other intellectual property rights in all work products that the Firm generates for clients vest in the Firm, although the client has the right to use such work products for the purpose for which they were provided. Unless otherwise specifically agreed, no document or other work results that the Firms generates shall be publicly distributed or used for promotional purposes.
11. Data protection
During the course of performing services for its clients, the Firm will process certain personal data as a “controller” (as defined in the EU General Data Protection Regulation), such as contact details relating to the Firm’s clients’ representatives (names, telephone numbers, email addresses, work-related addresses and other identification data) for identity verification and relationship management purposes. The Firm may also process other types of personal data relating to the Firm’s clients’ and their counterparties’ representatives that is necessary to enable the Firm to perform work on client matters and to fulfill the Firm’s obligations under applicable anti-money laundering and other laws. Please see the Firm’s Privacy Notice for further information.
12. Complaints
(a) The Firm is committed to ensuring that its clients are satisfied with the Firm’s services. If, for any reason, a client is dissatisfied or has a complaint, the Firm encourages the client to notify the Firm as soon as possible.
(b) If a client wishes to make a complaint based on any advice provided by the Firm during the course of an engagement, the client should notify the Firm as soon as the client has become aware of the relevant circumstances. Such notice must be given within a reasonable time, and in any event no later than three months after the date the client became aware, or should have become aware upon reasonable investigation, of the relevant circumstances.
(c) If a client brings a claim against the Firm based on a claim against the client by a third party or any tax authority or other public authority, the Firm will be entitled to defend and settle such claim on the client’s behalf, provided the client is indemnified by the Firm. If the client settles, compromises or otherwise takes any action relating to such claim without the consent of the Firm, the Firm will have no liability for such claim.
(d) If the client is to be reimbursed by the Firm for any claim, such reimbursement will only be made if the client transfers the right of recourse against third parties by way of subrogation or assignment to the Firm or to the Firm’s insurers.
12. Limitation of liability
(a) The Firm’s liability is limited to pure economic loss directly caused to a client as a consequence of an error or negligence on the Firm’s part in performing the Firm’s work and is also limited in amount to 5 million SEK.
(b) The Firm’s liability to the client may be reduced in accordance with general principles governing compensation of damage under applicable law, for example, by any amount covered by any insurance policy, contract or indemnification in force for the benefit of the client.
(c) Except as provided in Section (e), the Firm assumes no liability to any third party through the use by the client of documents or other advice produced or provided by the Firm. The Firm accepts no liability arising from the failure to meet any deadline(s) or to complete any work for the client within a proposed time schedule, and the Firm accepts no liability if, due to events beyond the Firm’s control, the Firm is unable to start or continue work on an engagement.
(d) The Firm is not liable for any tax consequences imposed on the client as a result of the services rendered by the Firm.
(e) If, at the client’s request, the Firm agrees that a third party may rely on a document produced by the Firm or on advice provided by the Firm, this will not increase or otherwise affect the Firm’s liability, and the Firm will only be liable to such third party to the extent the Firm would be liable to the client. Any amount paid to a third party as a result of such liability will reduce the Firm’s liability to the client correspondingly and vice versa. If the Firm agrees that a third party may rely on a document produced by the Firm or on advice provided by the Firm, no client relationship will arise between the Firm and that third party.
(f) All limitations of liability applicable to the Firm under these General Terms and Conditions or any separate agreement with the client will also inure in all respects to the benefit of, and apply to, any partner or former partner of the Firm and any lawyer or any other person who is, or has been, employed by the Firm or who is, or has been, engaged by the Firm.
(g) The Firm maintains liability insurance policies in accordance with industry standards issued by reputable insurance companies.
13. Cooperation with other advisors
(a) The Firm has an extensive network of other advisors, and the Firm may, upon request of the client, identify and instruct other advisors for a particular engagement on the client’s behalf.
(b) If the Firm instructs, engages and/or works together with other advisors, any such advisors will be considered to be independent of the Firm and the Firm assumes no responsibility or liability for recommending them to the client or for the advice given by them. The Firm does not accept responsibility for quotes, estimates or fees charged by such advisors. Any authority to instruct advisors on the client’s behalf includes authority to accept a limitation of liability on the client’s behalf.
14. Termination
(a) An engagement will end when the Firm has carried out the client’s instructions in relation to the engagement in question.
(b) An engagement may also be terminated at any time by written request of the client, asking the Firm to cease acting in a particular matter.
(c) Law and the relevant bar rules may set out circumstances that require or allow the Firm to decline or discontinue acting for a client. Where an engagement is terminated, unless prevented by law, the Firm will take reasonable measures to preserve the client’s interests for a transitional period.
(d)The Firm is also entitled to terminating an engagement due to, inter alia, in case of inadequate client identification, suspicion of money laundering, conflict of interest, failure to make payments, failure to supply adequate instructions or lack of confidence or trust.
(e) In case of termination by either party, the client shall be responsible for any fees for services provided or expenses incurred prior to the date of termination.
15. Amendments
(a) These General Terms and Conditions may be amended by the Firm from time to time. The latest version can always be found on the Firm’s website: www.afirm.law. Amendments will become effective only in relation to engagements initiated after the amended version is posted on the Firm’s website. A copy of the latest version of these General Terms and Conditions will be sent to the client on request.
(b) These General Terms and Conditions cannot be changed or terminated orally and shall not be deemed to be waived or modified except by express agreement in a written engagement letter. No consent to, or waiver of, a breach (whether express or implied) by either the client or the Firm, as applicable, will constitute a consent to, waiver of, or relief of liability from any other, separate, or subsequent breach by either the client or the Firm, as applicable.
16. Governing law and jurisdiction
(a) These General Terms and Conditions and all issues regarding them or any engagement/ matter on which the Firm have advised the client are governed by and will be construed in accordance with Swedish substantive law.
(b) Any dispute, controversy or claim that may arise out of or in connection with these General Terms and Conditions or the breach, termination or invalidity thereof or regarding any engagement/matter on which the Firm advised or failed to advise the client, will be finally settled by arbitration in accordance with the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The seat of arbitration shall be Stockholm, Sweden.
(c) Arbitral proceedings and all information disclosed in the course of such arbitral proceedings, as well as any decision or award made or declared during the proceedings, shall be kept confidential and may not, in any form, be disclosed to a third party without the express consent of the Firm or the client, as applicable. However, neither the client nor the Firm shall be prevented from disclosing such information in order to preserve its rights against the other or an insurance policy underwriter or if the client or the Firm is required to disclose the information pursuant to mandatory law or stock exchange rules and regulations or similar.
(d) Notwithstanding the above, the Firm will be entitled to commence proceedings to recover any amount due to the Firm in any court with jurisdiction over the client or any of the client’s assets.
