Terms and conditions
1 Applicability
1.1 These general terms and conditions apply to all services provided by Foyen Advokatfirma KB ("Foyen") to its clients. The Code of Conduct of the Swedish Bar Association also applies to the engagement.
1.2 By engaging Foyen, 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 may be amended from time to time. The latest version is always available at www.foyen.se. Amendments only apply to assignments commenced after the new version has been posted on our website.
2 Identification
2.1 By law, certain engagements require us to verify the identity and ownership of our clients and to inform us of the nature and purpose of the matter before commencing the engagement. We may therefore request, among other things, identity documents relating to you and any other person involved in the engagement on your behalf and, for a
legal person, the natural persons who have ultimate control over it, as well as an account of the source 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 Intelligence Unit. We are also prevented by law from informing you that suspicions exist and that a report has been or may be made to the Financial Intelligence Unit. If there are suspicions of money laundering or terrorist financing, we are obliged to decline or withdraw from the engagement.
2.3 When you engage us, you are deemed to have consented to us processing your personal data for the purposes set out in this paragraph 2. We will generally 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 persons accept such processing. If you have any questions about our processing of your personal data, please contact any of the persons listed in section 11.1.
2.4 When we provide services VAT-free to a client in another country within the EU VAT area, i.e. when we are not obliged to charge Swedish VAT, we are legally obliged to provide the Swedish Tax Agency with the client's VAT number and the value of the services provided 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, we will appoint a client relationship manager. The client relationship manager will have overall responsibility for our services to you. There will also be a lawyer who is responsible for our work in each individual case. This may be the client relationship manager or another lawyer with relevant expertise.
3.2 We accept the engagement as an engagement for Foyen and not as an engagement for an individual lawyer. All Foyen partners and other personnel working on the engagement are performing their services for you in accordance with these terms. These persons do not have any personal liability towards you beyond what may result from mandatory rules. The engagement agreement is therefore an agreement with Foyen and not with any person associated with Foyen.
3.3 Where appropriate, we work in teams to provide you with the expertise and resources required in each individual engagement. At the beginning of an engagement, we will normally agree on the scope of our services and the individuals who will work on the engagement. The scope may subsequently change, increase or decrease, and we may need to change the team members.
4 Fees
4.1 Upon request, we will provide you with an estimate of our fees at the beginning of an engagement. Depending on the nature of the assignment, we may also agree on a budget, fixed price or other fee arrangement. All fees are quoted exclusive of VAT.
4.2 Unless otherwise agreed, our fees are determined by the following factors: (a) the skill and experience required by the engagement, (b) the result achieved, (c) the time spent, (d) the value of the engagement, (e) any risks to Foyen and (f) the time constraints of the engagement. 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 charged. Normally, we pay limited expenses on your behalf and charge them in arrears, but we may ask for an advance for expenses or forward the relevant invoice to you for payment or let you be the client and responsible for payment for, for example, an expert or other person who needs to be engaged in an assignment.
5 Invoicing
5.1 We normally invoice monthly. Foyen can also provide you with regular information on fees earned. Unless otherwise agreed between you and Foyen, the payment term for our invoices is 30 days. We charge interest on late payments in accordance with the Interest Act.
5.2 Instead of invoicing the work performed during the relevant period, we may issue a preliminary invoice "on account" for our fee. In such cases, the final invoice for the engagement will state the total amount of our fee from which the fee paid on account will be deducted.
5.3 In some cases, we will request an advance payment before we start our engagement. This will be used to settle future invoices. The total amount of our fee for the engagement may be higher or lower than the amount of the retainer.
6 Legal protection
6.1 In certain cases, reimbursement of legal fees may be covered, at least in part, by legal expenses insurance. You must inform us if you have legal expenses insurance. At your request, we will assist you in making use of your legal expenses insurance.
6.2 The reimbursement of costs under legal expenses insurance is a matter between the insurance company and you. Foyen will invoice you on an ongoing basis during the course of the case, normally monthly, and when the case is concluded we will send a final account and an itemized statement of work to the insurance company with a request for payment of insurance compensation to you in accordance with the account and in accordance with the applicable insurance terms and conditions, provided that we have previously received full payment for the work performed. It should be noted that, according to the insurance terms and conditions, the insurance company may reimburse a limited part of our assistance, partly due to the fact that the terms and conditions contain rules stating that not all measures are reimbursed. Any difference between what the insurance company reimburses and what Foyen has invoiced for work performed will be charged to you.
7 Limitation of liability
7.1 Our advice in the assignment is tailored 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 purpose or in any situation or for any purpose other than that for which we provided the advice. Unless otherwise agreed between you and Foyen, the advice in the engagement does not cover the possible tax consequences of the engagement.
7.2 Foyen's advice in the engagement relates only to Swedish law and thus does not cover the law of any other jurisdiction. If we express an opinion on the law of other jurisdictions, we do so only on the basis of our general experience of legal issues in such jurisdictions. Such statements are not legal advice. However, Foyen will be happy to assist you in obtaining any necessary advice from legal professionals in such jurisdictions.
7.3 Our liability for any loss suffered by you as a result of our negligence or breach of contract is limited to SEK 50 million per engagement or, if our fee in the engagement in question is less than SEK 1 million, SEK 10 million.
7.4 Our liability to you shall be reduced by any amount payable under any insurance policy which you have taken out or which has been taken out for you or under any contract or indemnity to which you are a party or beneficiary, unless it is inconsistent with your contract with an insurer or other third party or your rights against an insurer or third party are restricted thereby.
7.5 We will not be liable for any loss arising from your use of our work product or advice in any other context or for any other purpose than for which it was given. Subject to the provisions of clause 7.9, we will not be liable for any loss suffered by third parties as a result of your use of our work product or advice.
7.6 Where we have undertaken to advise on possible tax consequences, our liability does not extend to taxes payable by you 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 avoided the payment of those taxes altogether.
7.7 Other advisers and professionals shall be deemed to be independent of us (whether we engaged them or you engaged them directly). We are therefore not responsible for other advisers and professionals, neither for their selection, nor for our recommendation of them, nor for the advice and other services they provide. This applies whether they report to us or to you.
7.8 We are not liable for damage caused by circumstances beyond our control which we could not reasonably have foreseen at the time of accepting the assignment and the consequences of which we could not reasonably have avoided or overcome.
7.9 If Foyen, 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. Foyen's liability to such third party is the same as its liability to you. Any amounts paid by us to the third party as a result of such liability shall correspondingly reduce our liability to you. Even if Foyen has specifically agreed that the third party may rely on advice or a document prepared by us, Foyen does not thereby incur any advisory liability to such third party.
7.10 If Foyen terminates the performance of an engagement or the relationship with you due to circumstances attributable to you, or due to an obligation under law or professional conduct, Foyen shall not be liable for any loss or damage that may result therefrom.
7.11 The limitations of liability applicable to Foyen under these Terms and Conditions or under any separate agreement with you shall in all respects also inure to the benefit of and apply to partners or former partners of Foyen and lawyers and other persons who work for, or have worked for, or are engaged or have been engaged by Foyen.
7.12 The above limitations of liability do not apply in the event of intent or gross negligence.
7.13 Foyen has liability insurance appropriate to its activities.
8 Communication
8.1 Unless otherwise agreed, we will communicate with you and other parties involved in an engagement via the internet and e-mail. These are effective means of communication but may involve risks for which we cannot accept any responsibility. If you would prefer not to communicate via the internet or email in any engagement, please inform your lead lawyer.
8.2 Our spam and virus filters may sometimes reject or filter out legitimate emails. You should therefore follow up important emails by phone.
9. Market Abuse Directive
We expect you to notify us when you want us to draw up and maintain an insider list to enable you to comply with 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 the request is made if it is made within five years and one day after the list was drawn up or dated. You are required to keep the insider list confidential and to use it only to fulfill 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 we create in an engagement. You are of course entitled to use the result for the purpose(s) for which the work result was produced.
10.2 Unless otherwise agreed, we will send all original documents to you upon completion of the engagement. We will keep copies of documents for our own records. Once a particular transaction has become publicly known, we may disclose our engagement to you in our marketing materials and on our website. Such information may only contain information that has already become public knowledge. If we have reason to believe that you will react negatively, we will seek your consent before disclosing our information.
11 Complaints and claims procedure
11.1 If you are dissatisfied with our services for any reason and wish to make a complaint, please notify the solicitor in charge of the case as soon as possible. Alternatively, you can contact the solicitor in charge of the case (the partner who is your primary contact) or our Managing Director.
11.2 To be valid, a claim must be made no later than 365 days after the later of (i) the date of our last invoice for the engagement to which the claim relates and (ii) the date on which the circumstances giving rise to 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 be entitled to respond to, settle and compromise the claim on your behalf provided that we indemnify you. If you settle, compromise or otherwise take any action in respect of such claim without our consent, we shall have no liability for the claim. If you are indemnified by us for any claim, you shall, as a condition of our indemnification, transfer the right of recourse against third parties to us or to our insurers.
12 Applicable law and jurisdiction
12.1 Foyen's assignment and these general terms and conditions are governed by Swedish substantive law. Any dispute relating to these general terms and conditions or any matter concerning 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 arbitration shall be Stockholm. Notwithstanding the preceding paragraph, Foyen shall always have the right to choose to bring an action against you for overdue claims before a general court, or to apply for an order for payment.