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Terms of Assignment and renumeration

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to

Advokatbyrå Zacharias Kommanditbolag

(Zacharias Limited Partnership Law Offices)

OUR LAW OFFICES

1. The orientation of our practice

1.1 Our practice is mainly orientated towards commercial law and property law for small and medium sized enterprises (SMEs).Key elements of our practice focus on issues relating to, for example, consortium agreements, dispute resolution, tenancy rights, property defects, survey assignments, construction law and estate agency law.

2. Values and business concept

Values

2.1 Advokatbyrå Zacharias Kommanditbolag (‘the Law Offices’) has the following three core values:

2.1.1 Commitment to Create (Lojalitetsskapande kreativitet)

Commitment to create creative solutions for customers.

 2.1.2 Communicate to Connect (Kontaktskapande kommunikation)

We seek to engage in ongoing dialogue, both internally and externally, to underpin loyalty and our understanding of each other and thereby enhance our opportunities to jointly improve and protect both our clients and our Law Offices.

2.1.3 Partnership for Growth (Tillväxtskapande partnerskap)

We seek, as owners, employees and clients, to jointly develop and improve our Law Offices and its services as well as our clients’ activities, including their approach to legal issues.

Business concept

2.2 Our Law Offices focus on commercial law and also specialise in property law. Our Law Offices have helped companies and private individuals for many years and in various ways assisted in the day‑to-day work of establishing and operating small businesses. Our Law Offices have the competence to tackle most problems, both large and small, that may arise in the operation of both new businesses and those already running.

3. Confidentiality

3.1 It is of utmost importance to protect the privacy of our clients. The information to which employees at our Law Offices have access is often of the kind that may harm the client in some way or other if disclosed to a third party. The confidence entrusted in our Law Offices must be nurtured and cherished. Our Law Offices therefore, of course, observe confidentiality in respect of their clients in accordance with professional ethics and Swedish law.

 

TERMS AND CONDITIONS: ASSIGNMENTS AND FEES

Advokatbyrå Zacharias Kommanditbolag (‘the Law Offices’) thank you for your confidence and for the sake of good order wish to confirm our terms and conditions for assignments and our fees as follows:

1. Scope

1.1 These terms and conditions apply to all services that the Law Offices provide to its clients. Clause 4 provides more information regarding this.

1.2 The Client accepts these general terms and conditions when the Law Offices are engaged to provide the Client with a service.

1.3 If a written confirmation of the assignment has been sent to the Client in conjunction with a specific assignment, the terms and conditions in the confirmation have priority over these general terms and conditions in the event and to the extent that the terms and conditions are mutually incompatible.

2. Assignments and services

2.1 The Law Offices will comply with Vägledande regler om god advokatsed [Code of Professional Conduct for Members of the Swedish Bar Association], issued by the Swedish Bar Association, when providing the Law Offices’ services.

2.2 Several of the attorneys (advokater) and other lawyers (jurister) employed at the Law Offices (jointly referred to hereafter as ‘lawyers’) will participate in the performance of the assignment. This is done solely to ensure that the Client is offered the expertise and resources required to perform the assignment in an appropriate way. The number of people involved in the assignment may change over time. A partner (an attorney for the assignment) will be appointed as the responsible attorney at the start of the assignment. It is always best for the Client to refer to the partner responsible for the assignment if they have any questions.

2.3 To enable the Law Offices to perform the assignment, the Client must promptly provide the Law Offices with such complete and correct information required for the performance of the assignment. Furthermore, the Law Offices must be sure that the Client has staff available to provide us with the assistance that may reasonably be requested to enable us to perform the Assignment within the timeframe set or generally within a reasonable timeframe, while maintaining quality. The Client must ensure that we receive in the course of our performance of the assignment ongoing information without delay about any changes to the preconditions for the assignment.

2.4 The assignment may be delayed and the Client incur additional costs if the Client, or a third party appointed by the Client, is slow in providing information and material or does not take the measures required to enable to the Law Offices to implement the assignment. In such cases the Law Offices may not be held responsible for any delays and additional costs that arise, either in terms of increased fees or other costs.

2.5 Unless the Law Offices have otherwise separately agreed in the assignment confirmation, the assignment will be based on the information and material provided by the Client. When implementing the assignment, the Law Offices will assume that the information provided and material received is correct and complete, which means that the Law Offices will not independently verify the information and material that the Client submits to the Law Offices. The Law Offices are not responsible for conclusions or recommendations based on incorrect or inadequate information from the Client or from any third party appointed by the Client.

2.6 The Law Offices’ services are adapted to the circumstances of the individual assignment, the facts and information presented to us and the instructions given by the Client to the Law Offices.

For this reason, the Client must not rely on a particular piece of advice or deliverable in conjunction with any other business or use the advice/deliverable for any purpose other than for which it had been provided.

2.7 Any draft document that the Law Offices provides to the Client during their performance of the assignment does not constitute the Law Offices’ final position. This means that the Client must not rely on, act or refrain from taking action in reliance of such drafts.

2.8 Unless the Law Offices have otherwise separately agreed, the advice provided by the Law Offices will not deal with any potential tax consequences concerning the specific assignment or assessments of the legal situation in jurisdictions other than Sweden. However, the Law Offices have an extensive network of other professional advisors and experts in Sweden and abroad who can assist with specific issues in consultation with the Client. The Law Offices also obtain, in consultation with the Client, necessary advice from lawyers with special expertise in specific legal issues in Sweden or in the relevant foreign jurisdiction.

2.9 If the Law Offices instruct, engage and/or work together with other professional advisors or experts, these advisors or experts shall be deemed to be independent of the Law Offices, which means that the Law Offices do not assume any liability for any advice or other services that they provide to the Client, directly or indirectly. The Law Offices are not liable for fees or costs for which such advisors or experts directly or indirectly invoice the Client when applicable.

3. Relationship between the parties

3.1 This Assignment Agreement is a contract with the Law Offices and not with either AB Advokatbyrå Zacharias (corporate identity (ID) number 556469-2993) or any natural person linked to us. The Law Offices and the Client consequently accept that the Client’s assignment is an assignment for the Law Offices and not for an individual lawyer. This also applies when it is the Client’s express or implicit intention that the work be performed by one or more specific individuals.

4. Copyright, etc.

3.1 Copyright and other intellectual property rights to the deliverables that the Law Offices creates for the Client belong to the Law Offices, but the Client is entitled to use the deliverables for the purposes for which they were provided. No document or other deliverable presented by the Law Offices may be disseminated to the general public or be used for marketing, unless the Law Offices have otherwise separately agreed in the assignment confirmation.

5. Invoicing

5.1 The Law Offices normally invoice their fees on an ongoing basis, monthly in arrears. A reconciliation statement will be provided at the end of the assignment. The Law Offices are at liberty to invoice either through part-invoices or on-account invoices. Furthermore, the debiting of fees, on account, is always reported by way of a reconciliation statement in a final invoice when the assignment ceases.

6. Legal protection

6.1 In some cases, the Client may be entitled to compensation for fees and costs of counsel, etc. owing to the Client having ‘legal protection insurance’. We would therefore like to advise you that such legal protection insurance may also exist through a trade association or similar body in addition to through your home or business insurance. It is important for you to advise us of the existence of any legal protection. According to the insurance conditions, compensation normally payable to legal representatives under the insurance is usually limited to a certain hourly rate and similarly the total amount of the fee is capped. The Law Offices will also charge their Client a fee on an ongoing basis, in accordance with the customary fee scales for the Law Offices, including a deduction for – when applicable – anything received under the legal protection insurance in cases where the Client is entitled to legal assistance. This means that the Client must always first settle their invoices with the Law Offices. The Client is always liable in relation to the Law Offices for the difference between what the legal protection may cover and the fee charged by the Law Offices. Please also note that the Law Offices do not differentiate between different forms of time, e.g. time lost for travel or normal time invested. All time is counted uniformly as chargeable time and only reported in simple cases. No times are reported in more extensive cases, but instead only a reasonable fee is reported (further details about this is provided under the heading ‘Amount of fee’). Please also note that the measures taken by the Law Offices relating to legal protection only cover a) applying for legal protection for the Client and b) participating in a settlement procedure by sending a copy of the Law Offices’ final report/final invoice to the legal protection company together with instructions that any amount payable under legal protection should be paid to the Client directly.

 7. Payment

7.1 Invoices issued by the Law Offices shall be paid within ten (10) days from the date of invoice. Interest according to law will be charged in the event of a delay in payment. The Law Offices reserve the right to, after giving notice thereof, cease all further work for a Client and withdraw from an assignment in the event that the Client does not pay invoices issued by the Law Offices on time.

7.2 A Client may terminate its cooperation with the Law Offices at any time through a written request that the Law Offices withdraw from the assignment. However, the Client must pay for the services performed and for the costs incurred by the Law Offices prior to cessation of the assignment.

7.3 If the Client is unable to pay the Law Offices’ invoice, or is put into bankruptcy, the Law Offices will automatically take over the Client’s right to legal protection insurance in relation to any insurance provided in respect of the present assignment agreement between the Client and the Law Offices.

 8. Amount of fee

8.1 Fees charged must be reasonable in accordance with the Code of Professional Conduct for Members of the Swedish Bar Association. The fee charged does not have to be specified, as far as it relates to one and same assignment, but the attorney is liable upon request to provide the Client with a written report of the work associated with the assignment. However, this does not entail any obligation as such to report time but only what measures were taken on behalf of the Client, directly or indirectly.

8.2 Certain circumstances that in this connection affect the assessment of what is a reasonable fee are provided below, but it is important to emphasise that different circumstances inter se may be attributed greater or less importance for different kinds of assignment. The circumstances that may be of significance have been expressed in several statements of opinion made by the board of the Swedish Bar Association. It has been emphasised in these statements of opinion that “besides the scope of the work, account must also be taken of, for example, the importance and significance of the matter, the complexity of the assignment and the skill with which the assignment was performed”. (Cf. Wiklund, God Advokatsed [Professional Ethics], p. 346.). Consequently, it has also been stated that the fee should not be based on just the actual time taken. The fee is normally reported following a consideration of all of the relevant factors. If a payment is made on account at any given time, a final review will also be made of the fee in conjunction with final invoicing.

8.3 On-account charging is not definitive for the relevant period but should merely be regarded as a part payment of fees accrued, without a requirement for either a precise report of measures taken or a precise fee for the time to which the on-account payment relates.

8.4 An estimate of the fee in a matter – regardless of when this is made – is based on the information to which we have access at the time of the estimate and does not constitute a quotation for a fixed price.

8.5 If a fixed fee has been agreed, this only applies subject to the precondition that the Client provided us with complete and correct information about the assignment during the period before the agreement for the fixed fee was concluded and also that the Client performs their obligations in accordance with the provisions set out above.

8.6 The losing party in court or arbitration proceedings may be ordered to pay the winning party’s litigation costs (including attorney fees). However, not all of the winning party’s costs are indemnifiable. However, the Client must always pay for the services performed by the Law Offices and the costs incurred by the Law Offices in conjunction with the Law Offices representing the Client in court or arbitration proceedings, regardless of whether the Client is a winning or losing party.

Overall example of possible, though not exclusive, chargeable measures

Measures that generally incur charges include, for example, reviewing documents, telephone and email correspondence, meetings and drawing up written applications, pleadings, letters, agreements, legal opinions and other documents in a matter. There is a significant variation in the total cost of litigation depending on the scope and complexity of the case, but it is rarely less than SEK 300,000, excluding VAT. It is not unusual for the fee charge, following the conclusion of litigation at one instance, to amount to SEK 500,000 to 600,000, excluding VAT. Cases at the administrative court, for example planning and building permit cases or conveyancing cases, are generally less extensive and the fee is often lower. The normal cost of a legal opinion usually amounts to at least SEK 40,000 to 60,000, excluding VAT. Drawing up commercial contracts is a sensitive process and requires an understanding of the context in which the contract is to be used and purposes that the contract is to satisfy. It is also important that the parties affected fully understand, and agree on, the content of the contract. What the Client pays for is not primarily the contract document itself as such but the commercial solution that the contract entails for the parties. Shareholder agreements, distribution agreements and similar cooperation agreements are normally drawn up for a minimum fixed fee of SEK 30,000, excluding VAT.

8.7 The hourly rate applied by the Law Offices for simple assignments currently varies between SEK 1,000 per hour, excluding VAT, up to SEK 4,000 per hour, excluding VAT. The minimum chargeable time is 30 minutes. No time is reported in more extensive cases, but only a reasonable fee is reported instead. In the event that a lower amount is requested at a court or other public authority, or a court or other public authority or organisation only approves part of the fee requested, the Client shall nonetheless in relation to the Law Offices be responsible for the difference.

9. Disbursements

9.1 In addition to our fee, the Client may be invoiced for costs of travel and other expenses referable to the performance of the assignment. The Law Offices normally pay minor expenses on behalf of the Client and invoice these in arrears. However, the Law Offices may request an advance for expenses or pass the invoice in question on to the Client for payment.

The Law Offices may advance funds for certain disbursements referable to Client at any given time. Such disbursements will be invoiced in the same way as fees.

10. Board representation

10.1 Fees are determined in consultation with the Client in each individual case.

11. Wills

11.1 The Law Offices may undertake to store original wills on behalf of clients. However, the Law Offices or its attorneys, lawyers or other staff employed do not undertake to otherwise monitor the death of the testator concerned.

12. Advance or on-account payments

12.1 The Law Offices may request an advance depending on the circumstances, in certain cases on a standing basis. The amount of this will be determined before starting our work. In the present case the advance is set at SEK …………., including VAT, to be deposited into the Law Offices’ client fund account at SEB; bankgiro no. BG 5105-8832. Advance payments are normally taken from the account through an on-account payment or through final settlement.

12.2 Invoices for ongoing matters are normally issued on account, particularly in cases that involve legal proceedings at court or another public authority.

13. Legal aid

13.1 The Law Offices do not undertake assignments for which compensation is paid in the form of general legal aid.

14. Professional ethics

14.1 These Terms and Conditions only apply to the extent that they are not prescribed by mandatory law, professional ethics or contract.

15. Limitation of liability

15.1 The Law Offices are only responsible for damage suffered by the Client if the damage was caused intentionally by the Law Offices or through carelessness when performing the assignment. This liability is limited to direct damage and, in terms of amount, to no more than SEK 3,000,000.

16. Liability of legal representatives/joint and several liability

16.1 In the event that the Client is a legal person, the undersigned is jointly and severally liable with the legal person for the obligations of the legal person in relation to the Law Offices regarding both time in the past and for the future. This obligation ceases after the point in time at which the undersigned leaves their employment or the board or ends their other links relating to the legal person (withdrawal) and for previous periods when the financial dealings between the legal person and the Law Offices referable to the time up to and including the withdrawal have been settled in full. The undersigned undertakes to inform the Law Offices without delay about any withdrawal.

17. Act on Measures against Money Laundering and Terrorist Financing (2009:62)

17.1 The Law Offices are liable according to law to notify the Swedish Financial Intelligence Unit of any suspicions of money laundering or the financing of terrorism. The Law Offices are also prevented according to law from notifying the Client about any suspicions and that a report has been made or will be made to the Financial Intelligence Unit. The Law Offices is under an obligation to continuously monitor ongoing client relationships after a risk assessment has been conducted. The Law Offices are also liable to immediately withdraw from an assignment in accordance with the codes of conduct for attorneys when a report has been made. The Law Offices may not then state the reasons for the withdrawal.

18. Identification and personal data

Legal basis for processing

18.1 According to law, the Law Offices must check the identity of the clients and ownership relationships and also inform us about the matter and in certain cases about funds and the origin of other assets. This generally takes place before the assignment starts. The Law Offices may therefore request, for example, identity documents and documentation showing the origin of funds and other assets. The Law Offices are also liable to verify the information provided to us. The Law Offices may obtain information from external sources for this purpose such as, for example, databases. The Law Offices will retain all of the information and documentation that we have obtained in conjunction with these checks.

18.2 Personal data is not used for automated decision-making or profiling.

18.3 When you engage us, you consent to us processing your personal data for the purposes described in this and the following section in respect of the Money Laundering Act.

18.4 By giving this assignment, the Client therefore consents to information about their name and personal identity (ID) number, matter, etc., being registered in the Law Offices’ client register, invoice register, accounting program, template management program, email management system, both for incoming and outgoing mail with or without attachments, data processing of incoming post, etc. The Client also accepts that this information may be forwarded completely or partly to a third party first in accordance with the above-mentioned purpose, second to facilitate the performance of the Law Offices’ and its employees’ assignment or to promote client interests.

18.5 The Law Offices are responsible for personal data being dealt with correctly. The Client is entitled to have access once per year to the personal data registered about the Client. The Client is also entitled to request the correction of incorrect data. Applications for information and corrections shall be made in writing

Storage time

18.6 In order to fulfil the obligations of the Law Offices in accordance with professional ethics, the duty to archive, assessment of bias, etc., the information is saved without any other restriction as regards time than is justified for the aforementioned reasons. As information from the Client may be used several times for recurrent assignments, etc., this is also grounds for the said storage period mentioned here.

18.7 The Law Offices may supplement and update personal data already received through acquirement from private and public registers in order to be able to keep the Client’s personal data up-to-date and correct. See also below in Clause 19 ‘Archiving and disclosure of information’.

Children under 16

18.8 When personal data is provided by and about children under the age of 16, the custodian concerned should provide their written approval that the Law Offices can process the said personal data. This approval may be provided by email, but only if the email with the approval is furnished with a copy of the custodian’s driving licence or passport and also telephone number for subsequent verification of the approval.

Complaints

18.9 Complaints relating to the Law Offices’ processing of personal data can be made to the supervisory authority, which in Sweden is the Data Inspection Board. The authority’s contact details are:

The Data Inspection Board

Box 8114

104 20 Stockholm.

datainspektionen@datainspektionen.se

+46 (0)8-657 61 00

Officer responsible for processing

18.10 Advokatbyrå Zacharias Kommanditbolag is responsible for the handling of personal data stored.

18.11 The Law Offices are liable to notify – free of charge at the Client’s written request (signed in person) once per calendar year – whether or not personal data relating to the Client has been processed. If such data is being processed, written information is also provided about what personal data is to be processed about the Client, from where this data has been obtained, the purpose of the processing and to which recipient or categories of recipient the data was provided.

19. Archiving and disclosure of information

19.1 The Law Offices shall protect the information that the Client provides to the Law Offices in an appropriate way and in accordance with the Swedish Bar Association’s Code of Professional Conduct for Members of the Swedish Bar Association.

19.2 The Law Offices will communicate with the Client and others involved in an assignment in several ways, including by email. Although email is an effective way of communicating, it involves risks from a security and secrecy perspective. The Law Offices would like to alert clients to the risks associated with communication via, for example, email, particularly if the Client’s email address is within a company. It is an obligation of Client to inform the Law Offices if special precautionary measures are required. However, the Law Offices do not encrypt their email. The Law Offices do not accept any responsibility for these risks. If the Client would prefer that the Law Offices did not communicate via, for example, email, the Law Offices ask the Client to notify the partner responsible for the assignment of this.

19.3 Our spam and virus filter and other security devices may sometimes reject or filter legitimate emails. The Client should therefore follow up important emails by phone with the partner responsible for the assignment.

19.4 The Law Offices will basically archive (with the Law Offices or with a third party and in a paper or electronic format) all documents and deliverables received and produced in the course of the assignment when an assignment has been completed or has ceased in some other way.

The documents and deliverables will be archived for the period called for in the opinion of the Law Offices, considering the nature of the assignment, though never for a period shorter than as prescribed by law or the Swedish Bar Association’s Code of Professional Conduct for Members of the Swedish Bar Association.

19.5 Set against the background of the Law Offices being generally obliged to archive all documents and deliverables received and produced in the course of the assignment, we cannot comply with a request to reinstate (without producing and retaining a copy of the document in question) or destroy a document or deliverable before the archiving period has expired. In the event that the Client requests the Law Offices to empty an electronic file in our document management system, we will comply with the Client’s wishes to the extent that law and the Swedish Bar Association’s Code of Professional Conduct for Members of the Swedish Bar Association so permit (but the Law Offices will in these cases retain a paper copy of the documents removed or save them in some form of electronic storage medium) and normally for payment if the work is time-consuming.

19.6 The Law Offices will send the Client all original documents when an assignment has been completed or has ceased in some other way unless the Law Offices have otherwise separately agreed in the assignment confirmation. However, the Law Offices will retain a copy of the original documents in accordance with the provisions of Clause 20.4 above.

19.7 If the Law Offices engage or cooperate with other professional advisors or experts in the assignment, the Law Offices are entitled to release such materials and other information that the Law Offices consider may be relevant to the advisor or expert to be able to provide advice or perform the service in question.

19.8 When a matter has entered the public domain, the Law Offices are entitled to provide information in the Law Offices’ marketing and on the Law Offices’ website about the Law Offices’ participation in the assignment and other information about the matter that already lies in the public domain.

19.9 If VAT is not payable for our services to the Client, the Law Offices are obliged according to law to provide information in certain cases to the tax authority about the Client’s VAT number and the value of the services provided. When the Client engages us, the Client consents to the Law Offices providing this information to the tax authority.

20. Applicable law and dispute resolution

20.1 Disputes as a result of this assignment agreement shall be referred for a ruling by a Swedish court, with Stockholm District Court as the first instance, and be determined in accordance with Swedish law.

21. Consumer Disputes Board

21.1 Customers who are consumers may refer to the Bar Association Consumer Disputes Board under certain conditions to have disputes about fees and other financial demands against the Law Offices considered. For more information, see www.advokatsamfundet.se/konsumenttvistnamnden. The postal address of the Board is: Bar Association Consumer Disputes Board, Box 27321, 102 54 Stockholm.