General Terms and Conditions

These General Terms and Conditions apply to all services provided by Advokatfirman Wåhlin AB (“Wåhlin”).

1. Due diligence of clients

1.1. Wåhlin is required by law to verify its clients’ identities, ownership situations and the origins of their assets. For this reason, Wåhlin may request to see identity documents for the client and any individuals representing the client and, if the client is a legal entity, for the individuals who are in ultimate control of the client, and enquire about the origin of any assets. Wåhlin is further obliged to verify the information provided to Wåhlin; for this purpose, information may be obtained from external sources. Any information and documentation obtained by Wåhlin in connection with such verifications will be retained by Wåhlin.

1.2. By engaging Wåhlin, the client shall be deemed to have provided consent to Wåhlin to process the client’s personal data for the purposes provided in these General Terms and Conditions. Wåhlin generally must also process the personal data of the clients’ representatives and beneficial owners for the same purposes, and the client is responsible for ensuring that these individuals consent to such processing. If the client requires information on the personal data processed by Wåhlin, wants to correct some specific personal data or otherwise has queries about Wåhlin’s processing of personal data, the client should contact the lawyer at Wåhlin who is responsible for the client in question.

1.3. Wåhlin is required by law to report any suspicions of money laundering or terrorist financing. Wåhlin is not permitted to not notify its client of such suspicions or if such a report has been or will be made. In case of such a suspicion, Wåhlin is obliged to decline or withdraw from any assignments.

1.4. Wåhlin is not liable for any damage to a client or a third party caused directly or indirectly by Wåhlin’s compliance with the rules described in this Section 1.

2. Performance of assignment

2.1. A Wåhlin partner will always bear the main responsibility for an assignment. The partner responsible for the assignment appoints the associates and support staff he or she considers suitable for performance of the assignment to ensure the best possible results.

2.2. As Wåhlin’s services are adapted to the conditions of each individual assignment, the facts presented to Wåhlin and the instructions received by Wåhlin, the client cannot rely on a certain piece of advice in a different context or use it for a different purpose than that for which it was provided.

2.3. Unless otherwise requested by the client, electronic means of communication may be used for correspondence with the client and other parties involved in the assignment, including courts and public authorities, when possible.

3. Powers

3.1. Unless otherwise instructed by the client, Wåhlin may take any measures that Wåhlin considers to be necessary or appropriate for performance of the assignment. For example, Wåhlin shall be entitled to engage other advisors and experts on behalf of the client, and incur reasonable costs for the client in other ways. If Wåhlin engages other advisors and experts, Wåhlin may request that the client engage them directly and assume direct responsibility for their fees and costs.

4. Intellectual property rights

4.1. Copyright and other intellectual property rights associated with Wåhlin’s work products from an assignment shall belong to Wåhlin. The client shall be entitled to use the work products for the purposes for which they were produced. Unless otherwise agreed, no document or other work products produced by Wåhlin shall be used for marketing purposes or be distributed publicly.

5. Confidentiality and the disclosure of information

5.1. Any information disclosed by the client to Wåhlin will be protected by Wåhlin in a suitable manner and in accordance with the rules on professional ethics for lawyers. However, under certain circumstances, Wåhlin is required by law to divulge such information. Also, in exceptional cases, the Code of Conduct of the Swedish Bar Association allows Wåhlin to divulge such information in certain situations. For example, if an assignment is performed for more than one client, Wåhlin is entitled to disclose any materials and other information provided to Wåhlin by one client to the other clients. In some situations, Wåhlin is obliged according to the rules on professional ethics for lawyers to divulge such materials and information to the other clients. Furthermore, if Wåhlin, as part of an assignment, engages or cooperates with other advisors or experts, Wåhlin shall be entitled to disclose such materials and other information that Wåhlin considers to be relevant for the advisor’s or expert’s ability to provide advice or perform other services for the client. This also applies to such materials and other information received by Wåhlin during the controls and verifications carried out by Wåhlin in Section 1.

5.2. If Wåhlin does not charge value added tax on its services to the client, Wåhlin will in some situations be required by law to provide information to the tax authorities regarding the value of the services provided and the client’s VAT registration number. By engaging Wåhlin, the client is deemed to have consented to Wåhlin providing such information to the tax authorities.

5.3. When an assignment has become general knowledge, Wåhlin shall be entitled to use information that is already in the public domain about the assignment and Wåhlin’s role in it for marketing purposes and on its website.

6. Fees, expenses, invoicing and payments

6.1. Wåhlin’s fees are generally based on a number of factors, such as time spent and the expertise, skills, experience, complexity and resources required for the assignment, the values involved, time pressure and results achieved, and any risks for Wåhlin.

6.2. In addition to fees, Wåhlin will request reimbursement for expenses, such as investigation costs, registration fees, the cost of engaging other advisors or experts, courier fees and travel expenses, and costs for temporary employees and catering.

6.3. Fees and expenses will be subject to value-added tax in cases where Wåhlin is obliged to charge value-added tax.

6.4. Unless otherwise agreed, Wåhlin will invoice on a monthly basis. The invoices may be issued as partial or final invoices. If Wåhlin issues partial invoices, the final invoice will include the total fee payable for the assignment or part of the assignment with any fees already invoiced in partial invoices deducted.

6.5. In some situations, Wåhlin will request that fees and expenses be paid in advance as a retainer. The total fee for services rendered and expenses may be higher or lower than the retainer.

6.6. Every invoice shall state a due date. The due date is generally 15 days after the invoice date. In case of default in payment, penalty interest will be charged at the rate provided in the Swedish Interest Act from the due date until payment is received.

6.7. In court proceedings and arbitrations, the losing party may be ordered to pay the winning party’s court costs (including legal fees). Regardless of whether the client is the winning or losing party, the client must always pay for the services rendered and expenses incurred by Wåhlin in connection with Wåhlin’s representation of the client in court or arbitration.

6.8. Even if the client uses a legal expenses insurance policy to finance Wåhlin’s fees and expenses, the client is obliged to pay Wåhlin in full for the fees and expenses, regardless of the insurance policy. Payments are to be made monthly, unless otherwise agreed.

6.9. If the client asks Wåhlin to invoice a third party, this is only acceptable to Wåhlin if it is apparent that it is not illegal to do so, if the identity and other conditions stated in Section 1 have been verified for the recipient of the invoice and if the client, upon Wåhlin’s request, immediately pays any amounts that are not paid on the due date. No client-lawyer relationship will arise between Wåhlin and the recipient of the invoice.

7. Liability and limitations of liability

7.1. Wåhlin’s liability for any damage suffered by the client due to error, negligence or breach of contract caused by Wåhlin will be limited to SEK 50 million per assignment or, if Wåhlin’s fees for the assignment in question are less than SEK 1 million, SEK 5 million.

7.2. Wåhlin can never be held liable for loss of production, loss of profit or other indirect damage or loss or consequential damage or loss.

7.3. Wåhlin’s liability shall be reduced by any amount that the client may receive from an insurance policy taken out by the client or that otherwise covers the client, or any agreement or letter of indemnity that the client has entered into or is the beneficiary of, provided that such is not incompatible with the terms and conditions of the insurance policy or the agreement or the letter of indemnity and does not infringe on the client’s rights under the insurance policy, the agreement or the letter of indemnity.

7.4. Other advisers and experts shall be considered to be independent of Wåhlin, regardless of whether they have been engaged by Wåhlin or directly by the client. Accordingly, Wåhlin shall not be held liable for other advisors or experts, neither for selecting them nor for recommending them, nor for the advice or other services provided by them. This shall apply regardless of whether they report to Wåhlin or to the client.

7.5. If the client has accepted a disclaimer or limitation of liability in relation to another advisor or expert, Wåhlin’s liability shall be reduced by the amount that Wåhlin could have received from the advisor or expert if his or her liability had not been excluded or limited, regardless of whether the advisor or expert would have been able to pay the amount to Wåhlin.

7.6. Wåhlin cannot be held liable for any damage caused by the client’s use of Wåhlin’s work products or advice in any other context or for any other purpose than that for which it was provided.

7.7. Unless otherwise provided in this section, Wåhlin shall not be liable for any damage incurred by a third party due to the client’s use of Wåhlin’s work products or advice.

7.8. Unless the assignment specifically relates to tax advice, Wåhlin shall not be liable for any damage incurred by the client if the client incurs taxes or risks incurring taxes due to the services provided by Wåhlin.

7.9. Wåhlin shall not be liable for any damage arising from circumstances outside of Wåhlin’s control, which Wåhlin could not reasonably have expected at the time of accepting the assignment, and the consequences of which Wåhlin could not reasonably have avoided or overcome.

7.10. If Wåhlin, upon the client’s request, consents to use of Wåhlin’s work products or advice by a third party, this shall not extend Wåhlin’s liability or otherwise have a negative impact on Wåhlin. Wåhlin can only be held liable to such a third party to the same extent that Wåhlin can be held liable to the client. Any amounts that Wåhlin may be obliged to pay to such a third party shall reduce Wåhlin’s liability to the client by the same amount, and vice versa. No client-lawyer relationship will arise between Wåhlin and such a third party.

7.11. The provisions above shall also apply if Wåhlin, upon the client’s request, issues certificates, opinions or similar documents to a third party.

7.12. Any limitation of liability that applies to Wåhlin according to these Terms or Conditions or a separate agreement with the client shall also in every respect apply to, and to the advantage of, any partners or former partners of Wåhlin and any associates or other individuals who work for or are or have been retained by Wåhlin.

8. Complaints and claims procedure

8.1. Any claims associated with advice provided by Wåhlin shall be submitted to Wåhlin’s managing partner as soon as the client becomes aware of the circumstances forming the basis for the claim.

8.2. Claims cannot be submitted more than 365 days after the latest of (i) the date of Wåhlin’s last invoice for the assignment to which the claim relates and (ii) the day when the circumstances on which the claim is based became known, or could have been known by the client if the client had carried out reasonable investigation.

8.3. If the client’s claim is based on a claim on the client by a public authority or other third party, Wåhlin or Wåhlin’s insurer shall be entitled to respond to, settle or reach an out-of-court settlement for the claim on behalf of the client, provided that Wåhlin – considering the limitations of liability provided in these General Terms and Condition and (if applicable) the letter of engagement – indemnifies the client. Wåhlin shall not be liable for such a claim in the event that the client responds to, settles, reaches an out-of-court settlement for or in any other way takes action in relation to the claim without Wåhlin’s consent.

8.4. If Wåhlin or Wåhlin’s insurer pays the client compensation as a result of the client’s claim, such payment of compensation shall be conditional upon transfer of the client’s right of recourse against a third party to Wåhlin or Wåhlin’s insurer by subrogation or assignment.

8.5. If the parties have not reached an amicable solution after a notice under item 8.1, a client who is also a consumer may turn to the Swedish Bar Association’s Consumer Disputes Committee. In this context, consume’ refers to a natural person who is acting outside the scope of his or her business or professional activities.

The Consumer Disputes Committee has the following contact details:

Postal address: Box 27321, 102 54 Stockholm, Sweden

Telephone: +46 8 459 03 00

Email: Konsumenttvistnamnden@advokatsamfundet.se

Website: www.advokatsamfundet.se/konsumenttvistnamnden/about-the-committee

9. Termination of the assignment

9.1. The client may terminate its relationship with Wåhlin at any time by requesting in writing that Wåhlin withdraw from the assignment. The client must first pay for any services rendered and any expenses incurred by Wåhlin prior to the termination of the assignment.

9.2. Legislation and the Code of Conduct of the Swedish Bar Association list the conditions on which Wåhlin is entitled or obliged to decline or withdraw from an assignment. This may be the case if the client cannot be satisfactorily identified or in the event of suspicions of money laundering or terrorist financing, conflicts of interest, default in payment, insufficient instructions or if there is no longer confidence between Wåhlin and the client. If Wåhlin withdraws from the assignment, the client must pay for any services rendered and expenses incurred by Wåhlin prior to the withdrawal. In any case, the assignment will expire once it has been completed.

10. Filing

10.1. Once an assignment has been completed or come to an end in any other manner, Wåhlin will store the documents related to the assignment and the work products (either on its own premises or on the premises of a third party, in hardcopy or electronically) in compliance with legislation and the Code of Conduct of the Swedish Bar Association.

10.2. As Wåhlin is obliged to archive more or less every single document and work product compiled or generated during the assignment, Wåhlin cannot meet a request to restore (without making and retaining a copy) or destroy a document or a work product before the end of the filing period.

10.3. If requested by the client, Wåhlin will return all original documents when an assignment has been completed or come to an end in any other way. However, Wåhlin may retain a copy of the original documents.

11. Amendments, order of precedence and language versions

11.1. These General Terms and Conditions may be amended by Wåhlin from time to time. The applicable version will always be published on Wåhlin’s website, www.wahlinlaw.se. Amendments shall only apply to assignments that began after the amended version was published on Wåhlin’s website.

11.2. If the client has received a letter of engagement in connection with a specific assignment, the terms and condition of the letter of engagement shall take precedence over these General Terms and Conditions if any of the terms or conditions are incompatible.

11.3. These General Terms and Conditions have been prepared in a Swedish and an English version. The Swedish version shall apply to all clients who are resident in Sweden. To all other clients, the English language version shall apply.

12. Applicable law and dispute resolution

12.1. These General Terms and Conditions and the letter of engagement (if applicable) and all issues resulting from them, Wåhlin’s assignments and Wåhlin’s services shall be subject to and interpreted in accordance with Swedish substantive law.

12.2. Any disputes arising from these General Terms and Conditions, the letter of engagement (if applicable), Wåhlin’s assignments or Wåhlin’s services shall be finally resolved in accordance with the Gothenburg Clauses, the West Sweden Chamber of Commerce Council Rules on Mediation and Arbitration (Västsvenska Handelskammarens Förtroenderåds regler om medling och skiljeförfarande). The seat of the arbitration proceedings shall be Gothenburg and the language used shall be Swedish, unless Wåhlin and the client agrees to use English instead. Notice of arbitration given by reference to this section, any information that arises during the arbitration, and any decision or arbitral award issued due to the arbitration shall be subject to confidentiality and must not be divulged to a third party without the other party’s express written consent. A party shall not be prevented from divulging any information that is required to assert its right in relation to the other party or to an insurer, or if there is an obligation to do so according to mandatory law, rules for issuers, or the like.

12.3. Notwithstanding the provisions in this section, Wåhlin shall always be entitled to bring action regarding any unambiguous and overdue debt in a court of law with jurisdiction over the client or any of the client’s assets.