Terms & Conditions.
1. BASICS
1.1 These general terms and conditions (the “Terms”) apply to all advice and services provided by LegalFactory Sweden AB (“LegalFactory”, “we”, “us” or “our”) in any engagement, matter or assignment performed by LegalFactory. We are also subject to the relevant Codes of Conduct in the jurisdictions where we provide legal services.
1.2 These Terms shall apply to all aspects of a matter, even if the matter involves several parts or we are acting for several entities or individuals, or if separate invoices are issued.
2. OUR SERVICES
2.1 The scope of our service engagement will be agreed, orally or in writing, between you and LegalFactory. The engagement as well as the scope may be revised during the provision of the service, depending on the conditions or your instructions.
2.2 Our advice and services provided to you will always be tailored to the circumstances in the particular matter, the facts presented to us, as well as your instructions. Accordingly, you may not rely on our services or advice in any other matter for any other purpose than for the specific engagement and purpose for which it was originally given.
2.3 We do not provide advice on potential tax consequences, financial or accounting advice, advice on the merits of an investment or a transaction, or recommendations from a commercial perspective as to whether or not you should consummate a particular investment or transaction. Accordingly, we cannot be held liable for tax, financial, accounting or commercial consequences of the decisions, investments or transactions that you make.
2.4 LegalFactory’s services include advice regarding Swedish law only and we are not responsible for advising you as to the effect or enforceability of any documents or matters which may be subject to or governed by the laws of any other jurisdiction.
2.5 If we, based on our general experience, would express views on legal issues in another jurisdiction, such views are merely intended to provide the benefit of our experience, and you may not rely on such views as legal advice. Such views must instead be confirmed by lawyers qualified in the relevant jurisdiction and we are of course willing to assist you in obtaining the necessary advice from lawyers qualified in the relevant jurisdiction.
2.6 Our advice is given to you on the basis of Swedish law as at the date of the advice. Unless specifically agreed with you, we do not undertake to update the advice we have given in view of subsequent legal developments.
2.7 If we work together with or engage other advisors or professionals, such parties shall be deemed independent of us, irrespective of whether we have engaged them or if you have engaged them directly. Thus, we assume no liability for other advisers or professionals for advice given or work carried out by such parties (including any fees or expenses incurred by them).
3. FEES, EXPENSES & INVOICING
3.1 We always strive to apply reasonable service fees that reflect the value of the services we deliver. We apply tailored and flexible billing structures and are always open to discussing the best set up for your business.
3.2 Unless otherwise agreed, we base our fees for our services on (i) the time and the amount of work required, (ii) the complexity and urgency of the matter, (iii) the qualifications, skills and knowledge required, (iv) the risk assumed by us, if any, (v) the experience and resources required, (vi) and the result achieved.
3.3 Upon your request, we will in advance provide you with an estimate of our service fees for a particular engagement as well as to update you on the fees incurred as work progresses. Please note that such estimate is based on information available to us at the time of the estimate and it may therefore not be used as a fixed quote unless otherwise explicitly agreed.
3.4 Certain expenses and other charges due to the service engagement may be added to our invoices, in addition to our service fees. Such expenses and charges may include any (i) governmental or registration fees, (ii) if applicable and agreed, fees or other billings of other law firms, notaries and third-party advisors and experts, (iii) travel costs, (iv) costs for couriers or postal service, advertising, translations and extensive printing provided by an external supplier, and (v) other similar costs. All fees are subject to VAT, if any.
3.5 Unless otherwise agreed, we send invoices on a monthly basis by distributing the invoice either by e-mail or by post.
3.6 In certain cases, we may request a retainer before we commence the service engagement. The retainer will be used to settle future invoices. Our total fee for the service engagement may be higher or lower than such retainer.
3.7 Unless otherwise agreed, invoices are due for payment within fifteen (15) days from the date of invoice. We may charge interest on any overdue amount in accordance with the Swedish Interest Act (Sw. räntelagen (1975:635)) from the due date until receipt of payment.
4. CONFLICTS OF INTEREST
Before accepting a service engagement, internal procedures are applied by us to ensure that there is no conflict of interest involved in accepting the relevant engagement.
5. IDENTIFICATION AND ANTI MONEY LAUNDERING MEASURES
5.1 According to the Swedish Act on Measures Against Money Laundering and Financing of Terrorism (“AML”), we are required to verify the identity of our clients and their ownership structure as well as to seek information about the matter and in certain instances the origin of funds and other assets, before our work commences.
5.2 We are according to AML required to disclose suspicions of money laundering or terrorism financing to the proper authorities. We are prevented to inform you if we have suspicions or if we have made or are contemplating making disclosures to the proper authorities. In case of any suspicions of money laundering or terrorism financing we are required to decline or withdraw from the service engagement, without disclosing the reasons thereto.
5.3 LegalFactory may be required by law to provide information to the tax authorities on the VAT number of our clients and the invoiced amounts. By engaging us, you are deemed to have consented to our fulfilment of such reporting obligation.
5.4 We cannot be held liable for any loss or damage following directly or indirectly from our compliance with our duties, as we understand them, outlined above in this section 5.
6. DATA PROTECTION
6.1 LegalFactory acts as the data controller of personal data provided and obtained in conjunction with a service engagement. Any personal data transferred from any party to LegalFactory in relation to an engagement, must have been collected and processed in accordance with applicable data protection law. Further, we may obtain personal data by extracting information from private or public registers.
6.2 Any processing of personal data is carried out by us in accordance with current data protection legislation. For full information regarding the processing of personal data, please see our Privacy Notice (always available at our website).
7. CONFIDENTIALITY
7.1 One of the most essential aspects of our business is our duty of confidentiality. We will always protect the information you disclose to us in an appropriate manner and in accordance with the relevant practices, rules and regulations.
7.2 If we are to carry out a service engagement for more than one client, we retain the right to disclose information received from one client in such service engagement to the other client.
7.3 If you permit us to engage or work with other advisers or professionals on the service engagement, we may provide them with material and other information that we believe may be relevant for such party to be able to carry out their work for you, including information collected in accordance with section 5 above.
8. PUBLICITY
Subject to your prior approval, once a service engagement has been completed and has become publicly known we may disclose our involvement as legal advisors on your behalf in respect of the engagement.
9. COMMUNICATION
We communicate with our clients and other parties involved in a service engagement in various ways, including the via the internet, by e-mail and other digital tools as available from time to time. While these are effective means of communication, they contain security and confidentiality risks, and we do not accept any responsibility or liability for any loss or damage suffered as a result thereof.
10. INTELLECTUAL PROPERTY
The copyright and any other intellectual property rights in all work results that we generate for our clients vest in us although you have the right to use the results for the purposes for which they are provided. Unless otherwise agreed, no document or other work result generated by us may be generally distributed or used for marketing purposes.
11. INSURANCE
We will always maintain a professional indemnity insurance.
12. LIABILITY AND LIMITATIONS
12.1 Your relationship is with LegalFactory alone and not with any other entity or individual associated with LegalFactory. For the avoidance of doubt, no such party (be it an entity or an individual working for or engaged by LegalFactory), other than LegalFactory shall have any liability for the advice and services provided, except as may be provided under mandatory law.
12.2 Our liability for any loss or damage suffered by you as a result of negligence or other breach of contract on our part shall in respect of each service engagement hereunder be limited to the sum of SEK three (3) million.
12.3 Our liability to you will be reduced by any amount that may be obtained under any insurance maintained by or for you or under any contract or indemnity to which you are a party or a beneficiary.
12.4 If you have accepted any exclusion or limitation of liability from any other adviser or professional, our total liability to you shall be reduced by the amount of the contribution that we could have been able to recover from that adviser or professional if its liability to you had not been so excluded or limited.
12.5 Unless specifically agreed with us you are not entitled to use our work products or advice for any other purpose or in any other context than for which it was provided. If we so specifically agree we shall not have any liability for any loss or damage suffered as a result thereof.
12.6 Unless the service engagement specifically and expressly included the rendering of tax advice, we 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 our services.
12.7 We will not accept any liability for any loss or damage suffered as a result of events beyond our control, which events we reasonably could not have anticipated at the time we accepted the engagement and whose consequences we could not reasonably have avoided or overcome.
12.8 If, at your request, we agree that a third party may rely on our work products or advice, this will not increase or otherwise affect our liability to our disadvantage, and we can only be held liable to such third party to the extent we can be liable to you. Any amount payable to a third party as a result of such liability will reduce our liability to you correspondingly and vice versa. No client relationship with such third party is assumed. The aforesaid also applies if, at your request, we issue certificates, opinions or the like to a third party.
13. TERMINATION OF THE SERVICES
13.1 You may terminate the service engagement at any time by requesting us to stop acting for you. Further, LegalFactory may also at any time terminate the service engagement hereunder, subject to the relevant Code of Conduct, which, for instance, may be the case in event of inadequate client identification, suspicion of money laundering or terrorism financing, conflict of interest, failure to make payments, failure to supply adequate instructions or lack of confidence or trust. In case of termination by either party, you agree to pay any and all fees and expenses for services provided prior to the date of termination.
13.2 Our client relationship in respect of the service engagement terminates at the time where the final invoice for our services is issued or when you terminate the service engagement.
13.3 Any original documents are usually delivered to you in connection with the completion of a service engagement.
14. COMPLAINTS AND CLAIMS
14.1 Our intention is to always keep you happy with our services but if, for any reason, you are dissatisfied with our services or have a complaint, please notify the client relationship partner or other contact person as soon as possible so that we may investigate the complaint.
14.2 Claims shall be submitted in writing as soon as possible after you became aware of the circumstances giving rise to the claim. No claim may be made later than twelve (12) months after the later of (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.
14.3 If your claim is based on a claim against you by an authority or other third party, we (or our 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 any engagement letter – you are indemnified by us. If you meet, settle, compromise or otherwise take any action in relation to such claim without our consent, we will not accept any liability for such claim.
14.4 If we or our insurers in respect of a claim reimburse you, you shall, as a condition for such reimbursement, transfer the right to recourse against third parties to us or our insurers by way of subrogation or assignment.
15. AMENDMENTS
These Terms may be amended by us from time to time. The latest version will always be available on our website (www.legalfactory.se). Amendments to these Terms will become effective only in relation to service engagements that begun after the amended version was posted on our website. A copy of the latest version of these Terms will be sent to you on request.
16. INCONSISTENCIES
In the event LegalFactory has issued a separate engagement letter or similar to you in respect of a particular service engagement, the terms in the engagement letter shall take precedence over these Terms, but solely to the extent of any inconsistency between the two documents. All other provisions in these Terms that do not conflict with the terms of the engagement letter shall remain applicable and in full effect.
17. GOVERNING LAW AND DISPUTE RESOLUTION
17.1 These Terms and any engagement letter, and all issues in connection with any of them or our engagement or services and advice shall be governed by and construed in accordance with substantive Swedish law, without respect to conflict of law principles.
17.2 Any dispute, controversy or claim arising out of or in connection with these Terms or any engagement letter, or the breach, termination or invalidity thereof, or regarding our engagement or services, shall 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. Unless otherwise agreed between us, the language to be used in the arbitral proceedings shall be Swedish.
17.3 All arbitral proceedings conducted in accordance with clause 17.2 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 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.
17.4 Notwithstanding clause 17.2, LegalFactory shall be entitled to commence proceedings for the payment of any due and disputed or undisputed amount in any court with jurisdiction over you or any of your assets.
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