1.2 Your new or continuing instructions will amount to your acceptance of these general terms and conditions.
1.3 Subject to clause 14.1, any variations to these general terms and conditions must be agreed and recorded in writing before they take effect.
2.2 By way of these General Terms and Conditions and through DER Legal’s privacy notice as amended from time to time and available at www.derjuridik.se, you are hereby informed that DER Legal processes your personal data for the purposes mentioned in this clause 2. Generally, DER Legal will also need to process the personal data of your representatives and beneficial owners for the same purposes. Our privacy notice informs you of your rights in relation to DER Legal’s processing of your personal data. If you have any questions, kindly contact the responsible partner for the assignment or our personal data officer at email@example.com.
2.3 DER Legal is required by law to disclose suspicions of money laundering or terrorism financing to police authorities. DER Legal is not permitted to inform you that DER Legal has suspicions or that DER Legal has made or is contemplating making disclosures to the police authorities. In case of any suspicions of money laundering or terrorism financing DER Legal is required to decline or withdraw from the engagement.
2.4 DER Legal does not accept any liability for any loss or damage flowing directly or indirectly from DER Law’s compliance with DER Law’s duties (as DER Law understands them) outlined in clauses 2.1 and 2.3.
4.2 DER Legal’s advice is tailored to the circumstances in the specific engagement, the facts presented to DER Legal and your instructions. Accordingly, the advice may not be relied on in any other matter or used for any other purpose than that for which it was given.
6.2 DER Legal will protect the information you disclose to DER Legal in an appropriate manner and in accordance with the relevant code of conduct. DER Legal is however in certain instances required by law or permitted by the relevant code of conduct to disclose such information.
6.3 Where DER Legal agrees to carry out an engagement for more than one client, DER Legal has the right to disclose such materials and other information that one of the clients has imparted to DER Legal to the other clients. In some cases, DER Legal also has a professional obligation to disclose such materials and information to other clients.
6.4 If DER Legal engages or liaises with other advisers or professionals in the course of an engagement, DER Legal may communicate to them all materials and other information which DER Legal believes may be relevant to assist them in advising or carrying out other work for you. The same applies to materials and other information that DER Legal has obtained as a consequence of the checks and verifications carried out by DER Legal according to clause 2.1.
6.5 If DER Legal does not charge VAT on DER Legal’s services to you, DER Legal is required by law in some cases to provide information to the tax authorities concerning your VAT number and value of the delivered services. When you instruct DER Law, you are deemed to have consented to DER Legal providing this information to the tax authorities.
6.6 When a matter has become publicly known, DER Legal may disclose DER Legal’s involvement on your behalf in our publicity material and on DER Legal’s website. Such disclosure may only contain information about the matter that is already in the public domain.
7.2 DER Legal is likely to incur certain expenses in addition to DER Legal’s fees, which DER Legal expects you to pay. The expenses may include such incidental costs as registration fees, registry search fees, fees of other advisers and professionals, travelling, temporary workers, catering, photocopying, courier, and telephone charges.
7.3 All fees and expenses are exclusive of added tax, which will be charged where appropriate.
8.2 In certain cases, DER Legal may request an advance payment. Such payment will be used to settle future invoices. The total amount of DER Legal’s fee and expenses for the engagement may be higher or lower than the amount of the advance payment.
8.3 Each invoice sets out its due date (normally not less than 15 days from the invoice date). Interest on overdue payment will be calculated according to the Swedish Interest Act.
8.4 In litigation and arbitration, the losing party can be ordered to pay the costs (including legal fees) of the winning party. It is however in the rarest cases that all the legal expenses the winning party has incurred will be recoverable from the losing party. Irrespective of whether you should be the winning or losing party you must pay DER Legal’s fees for services rendered and expenses incurred in representing you in litigation and arbitration.
8.5 If DER Legal’s fees and expenses are to be financed by making use of legal costs and expenses insurance, you must still pay DER Legal’s fees and expenses to the extent they exceed whatever is paid out under the insurance.
8.6 If you ask DER Legal to address an invoice to someone else, DER Legal may accommodate your request only if it is evident that the arrangement will not violate any laws, the identity and other matters outlined in clause 2 have been verified in respect of the addressee and that you, on demand, will promptly pay any amounts which have not been paid by the due date. No client relationship with such addressee is assumed.
9.2 DER Legal shall under no circumstances be held responsible for non-delivered production, profit or any other indirect damage, loss, or consequential loss.
9.3 DER Legal’s liability to you will be reduced by any amount which may be obtained under any insurance maintained by or for you under any contract or indemnity to which you are a party or a beneficiary, unless it is contrary to the agreement with such insurance provider or other third party or your rights against such insurance provider or other third party will be prejudiced thereby.
9.4 Other advisers and professionals shall be deemed independent of DER Legal (and irrespective of whether DER Legal has engaged them or if you have engaged them directly). Hence, DER Legal assumes no liability for other advisers or professionals including, without limitation, for choosing or recommending them or for their advice or other services provided. The aforesaid applies regardless of whether they report to DER Legal or to you.
9.5 If you have accepted any exclusion or limitation of liability from any other adviser or professional, DER Legal’s total liability to you shall be reduced by the amount of the contribution that DER Legal could have been able to recover from that adviser or professional if its liability to you had not been so excluded or limited (and regardless of whether that other adviser or professional would have been able to pay the contribution to DER Legal).
9.6 DER Legal shall not have any liability for any loss or damage suffered as a result of the use by you of DER Legal’s work products or advice in any other context or for any other purpose than for which it was given. Except as provided in clause 9.9, DER Legal shall not have any liability to any third party through the use by you of DER Legal’s work products or advice.
9.7 Unless the engagement specifically included the rendering of tax advice, DER Legal will not assume any liability for loss or damage suffered by means of tax being imposed or the risk of tax being imposed on you as a result of DER Legal’s services.
9.8 DER Legal will not accept any liability for any loss or damage suffered as a result of events beyond DER Legal’s control, which events DER Legal reasonably could not have anticipated at the time we accepted the engagement and whose consequences DER Legal could not reasonably have avoided or overcome.
9.9 If, at your request, DER Legal agrees that an outside party may rely on DER Legal’s work products or advice, this will not increase or otherwise affect DER Legal’s liability to DER Legal’s disadvantage, and DER Legal can only be held liable to such outside party to the extent DER Legal can be liable to you. Any amount payable to an outside party as a result of such liability will reduce DER Legal’s liability to you correspondingly and vice versa. No client relationship with such outside party is assumed. The aforesaid applies also if, at your request, DER Legal issues certificates, opinions, or the like to an outside party.
9.10 All limitations of liability applicable to DER Legal under these terms and conditions or any separate agreement with you will also inure in all respects to the benefit of, and apply to, any partner or former partner of DER Legal and any lawyer or any other person who is working or has worked for DER Legal or who is engaged or has been engaged by DER Legal.
10.2 Claims shall be submitted to DER Legal’s Managing Partner as soon as you have become aware of the circumstances giving rise to the claim. No claim may be made later than 365 days after the later (i) the date the last invoice was issued for the engagement to which the claim refers and (ii) the date the circumstances giving rise to the claim became known or could have become known to you after reasonable investigations.
10.3 If your claim is based on a claim against you by an authority or third party, DER Legal or DER Legal’s insurers shall be entitled to meet, settle and compromise such claim on your behalf, provided that – taking into consideration the limitations of liability in these general terms and conditions and, if any, the engagement letter – you are indemnified by DER Legal. If you meet, settle, compromise, or otherwise take any action in relation to such claim without DER Legal’s consent, DER Legal will not accept any liability for such claim.
10.4 If you are reimbursed by DER Legal or DER Legal’s insurers in respect of a claim, you shall, as a condition for such reimbursement, transfer the right to recourse against third parties to DER Legal or DER Legal’s insurers by way of subrogation or assignment.
12.2 Law and the relevant code of conduct may set out circumstances that require or allow DER Legal to decline or withdraw from representing a client. Among other things, this may be the case in the event of inadequate client identification, suspicious of money laundering or terrorism financing, conflict of interest, failure to make payments, failure to supply adequate instructions or the confidence and trust no longer exist between us. If DER Legal decides to terminate DER Legal’s engagement, you must still pay DER Legal’s fees for services provided and expenses incurred prior to the date of termination. An engagement will in any event end when DER Legal has fulfilled your instructions in relation to that engagement.
13.2 Since DER Legal is under an obligation to retain essentially all documents and work products accumulated or generated in a matter, DER Legal cannot meet any request by you to return (without making a copy) or destroy a document or work product in advance of the expiration of the retention period. If you ask DER Legal to empty DER Legal’s electronic files within DER Legal’s document management system, DER Legal will observe your request to the extent permitted by law and the relevant code of conduct (but retain a physical copy of each document or save them onto any electronic storage media) and normally against payment if the work involved is time-consuming.
13.3 Unless otherwise expressly agreed, all original documents will be sent to you at the conclusion or termination of an engagement. DER Legal may keep a copy of such documents for DER Legal’s own records.
14.2 In case an engagement letter has been sent to you in respect of a particular engagement, the terms in the letter prevail if and to the extent there is any inconsistency between these general terms and conditions and the terms set out in such letter.
14.3 These general terms and conditions are produced in Swedish and in English. For clients domiciled in Sweden, the version in Swedish shall prevail. The version in English shall prevail for all other clients.
15.2 Any dispute, controversy or claim arising out of or in connection with these general terms and conditions or, if any, the engagement letter or the breach, termination or invalidity thereof or regarding our engagement or services, shall be finally settled by ad-hoc arbitration and in accordance with the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The seat of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English unless DER Legal and you agree to use Swedish.
15.3 All arbitral proceedings conducted with reference to clause 15.2 and all information disclosed during such arbitral proceedings, as well as any decision or award made or declared during the proceedings, shall be kept strictly confidential. Such information, decision, or award, may not, in any form, be disclosed to a third party without the express consent of the other party. A party shall however not be prevented from disclosing such information in order to preserve its rights versus the other party or an insurance policy underwriter or if the party is required to so disclose pursuant to mandatory law or stock exchange rules and regulations or similar.
15.4 Notwithstanding clause 15.2, DER Legal shall be entitled to commence proceedings for the payment of any amount due and disputed in any court with jurisdiction over you or any of your assets.
DER Juridik AB, corp.reg.no. 559172–1898
Address: Lilla Nygatan 14, 111 28 Stockholm