ROSHOLMDELL LAW FIRM’S GENERAL TERMS AND CONDITIONS (2022:2)

1. APPLICATION

These general terms and conditions apply to the services provided by RosholmDell Advokatbyrå AB (“RosholmDell” or “we”) on behalf of customers (the “Customer” and the “Assignment”). Alongside these terms and conditions, the Code of Conduct for members of the Swedish Bar Association (the “Code of Conduct”) and any other rules regarding advocacy prescribed by law or regulations applies.

2. THE SCOPE OF THE ASSIGNMENT

At the beginning of the Assignment, RosholmDell and the Customer will agree on the scope and execution. The scope and execution may thereafter change. Our services are supplied and created based on the circumstances, facts and instructions the Customer has provided for the individual Assignment. We assume that the information is complete and correct. Unless the Customer provides specific instructions on staffing, each Assignment will be staffed as deemed efficient for the Customer.

Our services are intended only for the Customer and the purposes for which they were provided. We accept no responsibility for use of our work for unintended purposes. The Customer may only rely on information presented in final versions. Draft versions only represent preliminary assessments. Content published on social media, newsletters and other mailings addressed to the public do not constitute legal advice. Even if we have estimated the outcome of a matter, we accept no liability if this outcome is not achieved.

The Assignment only covers the elements agreed upon in writing. Our services are based on applicable Swedish law. No advice is provided directly by RosholmDell, on matters or conditions in foreign law or tax law. If we have provided contact information to other advisors from other jurisdictions or in tax law, their advice does not constitute legal advice from RosholmDell.

3. UNDERTAKING AND TERMINATION OF ASSIGNMENTS

We have no obligation to undertake an Assignment and we may decline an Assignment without stating our reasons thereof.

The Customer is at any time entitled to, in writing, request RosholmDell to resign from the Assignment. Nevertheless, the Customer is obliged to pay for the work performed and for expenses accrued until the termination of the Assignment.

The Code of Conduct states the conditions according to which RosholmDell is entitled or obliged to resign from an Assignment. Upon RosholmDell’s resignation from an Assignment, the Customer is required to pay for the work performed and for the expenses accrued until the termination of the Assignment.

4. IDENTIFICATION AND CONFLICT OF INTEREST

For certain Assignments, we are obliged to assess our Customer’s identity and ownership structure as well as the nature and purpose of the Assignment. We may ask for information regarding the Customer and persons involved in the Assignment on the account of the Customer and the origin of funds and other assets. Furthermore, we may be obliged to verify the information provided to us. Therefore, we may obtain information from external sources. Information collected for that purpose will be processed in accordance with the law and the Code of Conduct.

We are required by law to report suspicions of money laundering or financing of terrorism to the Financial Police. By law, we are prevented from informing the Customer of such suspicions or of any eventual report to the Financial Police. In case of suspicions of money laundering or financing of terrorism, we are obliged to refuse or resign from the Assignment.

Before accepting an Assignment, to comply with the Code of Conduct, we will evaluate possible conflicts of interest. We will therefore ask for information necessary to determine whether an actual or potential conflict of interest exists. Such evaluations will also be made during an Assignment if new circumstances emerge.

5. CONFIDENTIALITY AND COMMUNICATION

RosholmDell is, unless otherwise required by law or the Code of Conduct, subject to a duty of confidentiality in relation to information received about the Customer and its affairs in connection with the performance of Assignments. If the Customer agrees and we, within an Assignment, work with other advisers or experts, we are entitled to provide them with information that is relevant to their ability to give advice or perform their services.

RosholmDell uses necessary security systems for communication with the Customer through the internet e.g. via e-mail. However, using these communication methods entail risks for which RosholmDell does not take responsibility. Due to the security systems, important e-mails may end up in spam filters, be blocked by firewalls, etc. The Customer is advised to follow up on important e-mail correspondence by telephone.

6. ARCHIVING AND RETENTION OF MATERIAL

We will, in hard copy or electronic form, retain, or at a third-party store, all relevant copies of documents processed and generated in the Assignment. These documents are archived for the appropriate period based on the nature of the Assignment and for at least the period demanded by the law or the Code of Conduct.

7. INTELLECTUAL PROPERTY

We reserve ownership of all intellectual property rights to the work generated by us under the Assignment. However, the Customer is entitled to use the said work for the purposes for which they were provided. Unless otherwise agreed, the work generated by us may not be disseminated to the public, sold or used for marketing purposes.

8. FEES AND EXPENSES

Fees may among other things, according to the Code of Conduct, be based on time worked, results and the complexity of the matter. Fees will primarily be based on time worked, i.e. the volume of work actually performed and applicable hourly fees. Hourly fees vary based on the lawyers and, where relevant, other resources expertise. Hourly fees may be subject to review and adjustment. Normally, hourly fees are reviewed and adjusted at the beginning of each calendar year.

If the nature of the Assignment permits, RosholmDell can provide an initial estimate of the fee for the Assignment. Cost estimates must not be seen as a fee limit unless explicitly stated otherwise and may be changed due to new circumstances. VAT will be added as far as RosholmDell is obliged to charge VAT. Necessary costs and expenses in connection with the performance of the Assignment shall be reimbursed by the Customer. If a matter under an Assignment is decided in legal proceedings and our work corresponds to a fee higher than that awarded to the Customer in the legal proceedings, we reserve the right to invoice the Customer for the higher amount.

9. INVOICING AND PAYMENT

Unless otherwise agreed, accrued fees and expenses will be invoiced monthly basis. Invoices are due within 30 days from the date of invoice. In case of late payment, interest will be charged in accordance with the provisions of the Swedish Interest Act (Sw. Räntelagen (1975:635)).

10. LIMITATION OF LIABILITY

We are only liable for damage caused to the Customer due to negligence on our part during the performance of the Assignment. The liability is limited to an amount corresponding to five times the fee, excluding VAT, that the Customer has paid for the Assignment. Furthermore, we are only responsible for actual and direct damage suffered by the Customer. The amount of our liability shall therefore be reduced by any amounts that may be obtained from insurance coverage or a third party. In addition, our liability does not cover the decrease or loss of turnover or profit or other indirect damage. We are only liable to the Customer. Hence, we are not liable for any damage suffered by a third party. Employees of RosholmDell are not personally liable for any damage caused to the Customer. Claims against RosholmDell become statute-barred three years from the occurrence that gave rise to the claim unless legal proceedings are initiated within the said time frame.

11. COMPLAINTS

If the Customer should be dissatisfied with our services and wishes to make complaints or claims, the Customer should contact the CEO of RosholmDell. The CEO, together with the lawyer responsible for the Assignment will investigate the complaint and answer any questions the Customer has. In the event of a claim against RosholmDell, a written report must be sent to the CEO describing the alleged neglect or error and the expected damage.

12. GOVERNING LAW AND DISPUTE RESOLUTION

Swedish law shall apply to the Assignment. Any dispute, controversy or claim arising out of or in connection with the Assignment shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce. The place of arbitration shall be Växjö, Sweden.

RosholmDell and the Customer undertake, without limitation in time, not to reveal the existence or content of an arbitral award relating to the Assignment or information from negotiations, arbitral proceedings or mediations relating to the Assignment. However, this shall not apply if the right or obligation to reveal information is prescribed by law, follow a decision by a public authority or the Code of Conduct. Nor does it apply in case of civil protest or other judicial proceeding relating to the dispute.

In a dispute between a Customer that is a consumer and RosholmDell, where a mutual agreement has not been reached, the Customer may have right to have the dispute tried by the Swedish Bar Association’s Consumer Disputes Committee. The term Consumer refers to any natural person acting outside the scope of his or her own commercial or professional activities. More information on the Swedish Bar Association’s Consumer Disputes Committee including contact information is available at their website: advokatsamfundet.se/konsumenttvistnamnden/.