General Terms & Conditions

General terms  Advokatfirman Treschow & Partner AB 2023-12-26

1. Applicability

1.1 These general terms and conditions apply to all services provided by Advokatfirman Treschow & Partner AB ("Treschow & Partner") to its clients. The Swedish Bar Association's guidelines on good legal practice also apply to the assignment.

1.2 When you engage Treschow & Partner, you are deemed to have accepted these terms and conditions. Deviations from the terms and conditions must be in writing to be valid.

 1.3 The terms and conditions may be amended from time to time. The latest version is always available at www.treschowpartner.se. Amendments only apply to assignments that have started after the new version has been published on our website. 

2. Identification 

2.1 By Law, we must, for certain assignments, verify the identity and ownership of our clients and inform ourselves of the nature and purpose of the matter before starting the assignment. We may therefore request, among other things, identity documents relating to you and any other person involved in the assignment on your behalf and, in the case of a legal entity, the natural persons who have ultimate control over it, as well as an account of the origin of funds and other assets. We may also obtain information from external sources to verify the information provided to us. 

2.2 We are required by Law to report suspicions of money laundering or terrorist financing to the Financial Police. We are also prohibited by law from notifying you that suspicions exist and that a report has been made or may be made to the Financial Police. In cases where suspicions of money laundering or terrorist financing exist, we are obliged to decline or withdraw from the assignment. 

2.3 Treschow & Partner is the data controller for personal data processed in accordance with the purposes set out in this section 2. For more information about our processing of personal data, please see our Privacy Policy published on our website www.treschowpartner.se. As a rule, we also need to process the personal data of your representatives and beneficial owners for the same purposes, and you are responsible for ensuring that these individuals consent to such processing. If you have any questions about our processing of personal data, please contact one of the persons specified in section 11.1. 

2.4 When we provide VAT-exempt services to a client in another country within the EU VAT area, i.e. when we are not required to charge Swedish value added tax, we are required by law to report the client's VAT number and the value of the services provided to the Swedish Tax Agency in a periodic summary. If you object to us doing so, we are prevented from assisting you.

3. Services

3.1 In order to develop our relationship with you and our understanding of your business operations, we will appoint a client responsible lawyer. The client responsible lawyer has overall responsibility for our services to you. There will also be a lawyer responsible for our work in each individual assignment. This may be the client responsible lawyer or another lawyer with relevant expertise. 

3.2 We accept the assignment as an assignment for Treschow & Partner and not as an assignment for an individual lawyer. All Treschow & Partner's partners and other staff working on the assignment perform their services for you in accordance with these terms and conditions. These individuals have no personal liability towards you beyond what may follow from mandatory rules. The agreement regarding the assignment is therefore an agreement with Treschow & Partner and not with any person associated with Treschow & Partner. 

3.3 We work in teams in order to provide you the expertise and the resources that are required in every respective assaignment. In the beginning of an assaignment we will normally agree about the extent of our services and at the same time what people will work with it. The extent can therefore be changed, increased or reduced, and we might come to change people in the team.

4. Fees

4.1 Upon request, we will provide you with an estimate of our fees at the beginning of the fee. Depending on the nature of the assignment, we may also agree on a budget, fixed price or other fee arrangement. All fee amounts are stated exclusive of value added tax. 

4.2 Unless otherwise agreed, our fees are determined by the following factors: (a) the skill and experience required by the assignment, (b) the result achieved, (c) time spent, (d) the value to which the assignment relates, (e) any risks to Treschow & Partner, and (f) the time pressure applicable to the assignment. Our fees are in accordance with the rules of the Swedish Bar Association. 

4.3 In addition to our fees, costs for travel and other expenses may be debited. We normally pay limited expenses on your behalf and charge them in arrears, but we may request advance payment for expenses or may forward the relevant invoice to you for payment or let you act as the ordering party and be responsible for payment to, for example, an expert or other party that needs to be engaged in an assignment. 

5. Invoicing

5.1 We normally invoice monthly. Treschow & Partner may also otherwise provide you with regular information about accrued fees. Unless Treschow & Partner and you have agreed otherwise, the payment term for our invoices is 15 days. We charge default interest in accordance with the Interest Act in the event of late payment. 

5.2 Instead of invoicing work performed during the relevant time period, we may issue a preliminary invoice "on account" for our fees. In such cases, the final invoice for the assignment may state the total amount of our fees from which the fees paid "on account" are deducted. 

5.3 In certain cases, we will request an advance payment before commencing our assignment. This will be used to settle future invoices. The total amount of our fees for the assignment may be higher or lower than the advance payment amount. 

6. Legal expenses insurance

6.1 In certain matters, compensation for legal costs may, at least in part, be covered by legal expenses insurance. You must notify us if you have legal expenses insurance. Upon your request, we shall assist in ensuring that your legal expenses insurance can be utilised. 

6.2 Compensation for costs under the legal expenses insurance is a matter between the insurance company and you. Treschow & Partner will invoice you and when the matter is concluded, we will send a cost statement together with a detailed account of work with a request for payment to you in accordance with the cost statement, provided that we have previously received full payment for work performed. It should be noted that the insurance company, according to the insurance terms and conditions, may compensate only a limited part of our assistance, inter alia due to the fact that the terms and conditions contain rules that not all measures are compensated. Any difference between what the insurance company compensates and what Treschow & Partner has invoiced for work performed will be charged to you. 

7. Limitation of liability 

7.1 Our advice in the assignment is adapted to the assignment and to the circumstances that you have presented to us. You may therefore not use or rely on the advice for any other purpose or in any other situation or purpose than that for which we provided the advice. Unless Treschow & Partner and you have agreed otherwise, the advice in the assignment does not cover the possible tax consequences of the assignment. 

7.2 Treschow & Partner's advice in the assignment relates only to Swedish Law and thus does not cover the law of any other jurisdiction. If we express opinions on the Law in other jurisdictions, this is done only on the basis of our general experience of legal issues in such jurisdictions. Such statements do not constitute legal advice. However, Treschow & Partner will be happy to assist you in obtaining necessary advice from lawyers in such jurisdictions 

7.3 Our liability for damage caused to you as a result of error or negligence or breach of contract on our part is limited to SEK 3 million per assignment. 

7.4 Our liability towards you shall be reduced by all amounts that can be recovered under any insurance that you have taken out or that has been taken out on your behalf or under an agreement or indemnity where you are a party or beneficiary, unless this is incompatible with your agreement with an insurance provider or other third party or if your rights towards an insurance provider or third party are restricted as a result thereof.

7.5 We are not liable for damage arising from your use of our work product or advice in any other context or for any other purpose than that for which it was given. Unless otherwise follows from the provisions in clause 7.9, we are not liable for damage suffered by third parties as a result of your use of our work product or advice.

7.6 If we have undertaken to provide advice on possible tax consequences, our liability does not cover taxes that you must pay unless it was clear at the time of our advice that you could have achieved your commercial objectives by using an alternative structure or method without additional cost or risk and thereby would have completely avoided the payment of such taxes. 

7.7 Other advisers and professionals shall be deemed to be independent of us (regardless of whether we have engaged them or whether you have contracted them directly). We are thus not liable for other advisers and professionals, neither for the selection of them nor for having recommended them nor for the advice and other services they provide. This applies regardless of whether they report to us or to you. 

7.8 We are not liable for damage arising as a result of circumstances beyond our control which we could not reasonably have anticipated at the time of accepting the assignment and the consequences of which we could not reasonably have avoided or overcome. 

7.9 If Treschow & Partner, at your request, agrees that a third party may rely on advice or a document prepared by us, this shall not increase or otherwise affect our liability. Treschow & Partner's liability towards such a third party is the same as the liability towards you. Any amounts that we pay to a third party as a result of such liability shall correspondingly reduce our liability towards you. Even if Treschow & Partner has specifically agreed that a third party may rely on advice or a document that we have prepared, Treschow & Partner does not thereby assume any advisory liability towards such a third party. 

7.10 If Treschow & Partner discontinues the performance of an assignment or the relationship with you due to circumstances attributable to you, or due to obligations under Law or professional conduct rules, Treschow & Partner shall not have any liability for the damage that this may result in. 

7.11 Limitation of liability that applies to Treschow & Partner according to these terms and conditions or separate agreement with you, shall in all respects also apply for the benefit of and be applicable to partners or former partners in Treschow & Partner and lawyers and other persons who work for, or have worked for, or are engaged or have been engaged by Treschow & Partner. 

7.12 The above limitations of liability do not apply in the event of wilful misconduct or gross negligence.

7.13 Treschow & Partner has professional indemnity insurance appropriate for its operations.

8. Communication

8.1 Unless otherwise agreed, we communicate with you and other parties involved in an assignment via the internet and email. These are efficient means of communication which, however, may entail risks for which we do not accept any liability. If you would prefer not to communicate via the internet or email in any assignment, please notify your responsible lawyer 

8.2 Our spam and virus filters may sometimes reject or filter out legitimate email. You should therefore follow up important email by telephone. 

 9. Market Abuse Directive

We expect you to notify us when you want us to prepare and maintain an insider list in order for you to fulfil your obligations under the Market Abuse Directive (2003/6/EC) and underlying rules (collectively "MAR"). If you request a copy of the insider list, we will provide it to you as soon as possible after such request is made within five years and one day after the list was prepared or dated. It is your responsibility to keep the insider list confidential and to use it only to fulfil your obligations under MAR. 

10. Intellectual property rights and marketing

10.1 We own the copyright and other intellectual property rights to the work product that we create in an assignment. You naturally have the right to use the result for the purpose or purposes for which the work product was prepared. 

10.2 Unless we have agreed otherwise, we will send all original documents to you when the assignment has been completed. We will retain copies of documents for our own filing. When a particular transaction has become publicly known, we may inform about our assignment for you in our marketing material and on our website. Such information may only contain details that have already become publicly known. If we have reason to believe that you will react negatively, we will request your consent before providing our information. 

11. Procedure for complaints and claims 

11.1 If you are dissatisfied with our services for any reason and wish to make a complaint, we ask you to notify the responsible lawyer of this as soon as possible. 

11.2 A demand shall, to be valid, be made no later than 365 days after the later of (i) the date of our last invoice relating to the assignment to which the claim refers and (ii) the date on which the circumstances forming the basis for the claim became known or should have become known to you. 

11.3 If your claim against us is based on a third party's, tax authority's or other authority's claim against you, we shall have the right to respond to, settle and compromise the claim on your behalf provided that we hold you harmless. If you settle, reach a compromise or otherwise take any action regarding such claim without our consent, we shall not have any liability for the claim. If you are compensated by us for any claim, you shall, as a condition for our compensation, transfer the right of recourse against third parties to us or to our insurers. 

12. Applicable law and jurisdiction 

12.1 Treschow & Partner's assignments and these general terms and conditions are governed by Swedish substantive Law. Any dispute connected with these general terms and conditions or any matter relating to our assignment for you shall be finally settled by arbitration in accordance with the rules of the Arbitration Institute of the Stockholm Chamber of Commerce. 

12.2 The seat of the arbitration shall be Gothenburg. Notwithstanding the preceding paragraph, Treschow & Partner shall always have the right to choose to bring proceedings against you for overdue claims before a general court, or to apply for a default judgment. 

12.3 If the assignment concerns a consumer and the value of the dispute exceeds SEK 1,000 but is less than SEK 200,000, you have the right to have the dispute examined by the Swedish Bar Association's Consumer Disputes Board, provided that the other criteria for this board's examination are also met. Further information about the Consumer Disputes Board and its activities is available on the law firm's website and on the Swedish Bar Association's website.