These general terms and conditions apply to all services that Kastell Advokatbyrå AB (”Kastell”) renders its clients. The Swe­dish Bar Association’s code of conduct also applies to the services provided by Kastell.

  1. Application and interpreta­tion

 

  • The term client, in these general terms and conditions, refers to a legal entity or individual instructing Kastell. When a client engages Kastell in a matter the client is deemed to have accepted these general terms and conditions.

 

  • Subject to clause 16.1 below, any variations from these general terms and conditions must be agreed upon in writing in order to take effect.

 

  • When a client engages Kastell, a contractual relationship with Kastell is entered into and not with an in­dividual partner or any other indi­vidual employed at Kastell. This shall be the case even if the client has expressly, or implicitly, reques­ted that the services be performed by one or more specific individuals. Unless otherwise provided for by statutory requirements, neither indi­vidual nor any legal entity con­nec­ted to Kastell shall therefore have any liability to Kastell’s clients.

 

  • For the purposes of these general terms and conditions and, if app­licable, the engagement letter, “ser­vices” shall include legal advice as well as all other services provided for by Kastell. All parts and aspects of a matter shall altogether be considered to be one single “enga­gement” irrespective of whether it involves several legal entities or individuals, encompasses several instructions (given on the same or on different occasions), is dealt with by several teams within Kastell, addresses several areas of law or whether separate invoices are issued, or whether Kastell is acting for several legal entities or indi­vi­duals.

 

  • All Kastell partners and all other persons that work for, or are enga­ged by, Kastell are covered by these general terms and condi­tions.

 

  1. Identification, personal data, and duty to inform public authorities

 

  • Kastell is under a legal obligation to perform a preliminary check on the identity of a client and where app­licable the ownership structure of a legal entity, as well as to seek in­formation regarding the matter and in certain instances the origin of funds and other assets. Kastell may therefore ask for information, which Kastell deems necessary to comply with this obligation. Such infor­ma­tion may include company docu­ments, identification papers as well as documentation indicating the origin of funds and other assets. In addition, Kastell may also obtain information from other sources, for instance databases. All information and documentation obtained by Kastell is to be retained by Kastell.

 

  • When a client instructs Kastell the client accepts the fact that Kastell processes the personal data of the client, the client’s representatives and the so-called beneficial owners for the purposes set out in this clause 2. The client is responsible for ensuring that subjects to this agreement accept such process­sing. In the event that the client wishes to obtain information about the personal data that Kastell processes or wishes to correct certain personal data or has other questions relating to Kastell’s per­sonal data processing, then the client is requested to contact Kas­tell as specified in clause 12.1 be­low.

 

  • Kastell is obliged to decline an en­gagement, or if work has already commenced, withdraw from the en­gagement if Kastell suspects that money laundering or financing of terrorism is being or has been com­mitted by a client. Furthermore, Kastell is bound by a duty to report any such suspicions to the Finan­cial Intelligence Unit within the police force and is prohibited from informing the client regarding its suspicions, or that it has made or is contemplating making disclosures to the said authorities.

 

  • In some instances Kastell is under a legal obligation to provide infor­mation to the tax authorities con­cerning the client’s VAT number and the value of the services ren­dered to a client. When instructing Kastell, the client has consented to Kastell providing such information to the tax authorities pursuant to applicable rules.

 

  • Kastell is not liable to the client for any loss or damage incurred directly or indirectly as a result of Kastell’s compliance with the duties outlined in clauses 2.1-2.4 above.

 

  1. Authority

 

When a client instructs Kastell the client thereby grants Kastell the right, unless the client advises otherwise, to take any such action which Kastell considers necessary or desirable to carry out the enga­gement and incur reasonable costs on the client’s behalf in connection therewith. For instance, Kastell shall have the right to engage other advisers and professionals. If Kas­tell engages other advisors and professionals, Kastell may ask that the client enters into a contractual relationship with them and thereby assumes direct responsibility to them for the payment of their fees and costs.

 

  1. Team and services

 

  • For each engagement one of Kas­tell’s partners will be primarily res­ponsible for the provision of our services (the client matter partner). The client matter partner is respon­sible for deploying those lawyers and other staff deemed necessary or desirable to ensure that the matter is handled appropriately. At the outset of an engagement the client matter partner may issue an engagement letter setting out the scope of the matter and inter alia referring to these general terms and conditions.

 

  • Kastell’s services are tailored to the circumstances of the specific enga­gement, the facts presented to Kas­tell and the instructions that the client provides to Kastell. Accor­dingly, a client cannot rely on ad­vice for any other matter than for the matter for which it was rende­red, and neither can the client use it for any purpose other than for the specific engagement for which the advice was provided.

 

  1. Market abuse directive

 

Kastell expects that the client in­forms Kastell, when the client so wishes, that Kastell establish and maintain an insider list to comply with the client’s obligations under the Market Abuse Directive (2003/
6/EC) and the underlying rules (col­lectively referred to as “MAR”). If the client requests a copy of an insider list that the client has in­structed Kastell to maintain, Kastell will provide it in due course at any time within a period of five years and one day after the list was prepared or dated. The client is required to keep confidential any insider list provided by Kastell and to use it only in order to comply with MAR.

 

  1. Communication

 

  • A client can decide how communi­cation shall be set out in a specific matter by making specific instruct­tions to the client responsible part­ner. If a client has not made any specific instructions, Kastell shall communicate to the client, and those involved in a specific matter, in several ways including by way of e-mail and via the Internet. Al­though e-mail and Internet are effective means of communication they involve security and confiden­tiality risks for which Kastell cannot assume any responsibility.

 

  • Kastell’s spam and virus filters and other security arrangements may sometimes reject or filter out legi­timate e-mails. As a result, a client should follow-up important e-mails by telephone to ensure the addres­see has received them.

 

  1. Intellectual property rights

 

The copyright and other intellectual property rights in work products ge­nerated by Kastell in a matter vest in Kastell, however, the client has the right to use such work pro­ducts for the purposes for which they were provided. Unless expres­sly agreed otherwise, no document or other work product generated by Kastell may be generally circulated or used for marketing purposes.

 

  1. Confidentiality and disclosure of information

 

  • Kastell protects the information pro­vided by the client in an appropriate manner and in accordance with the code of conduct. However, Kastell may, in certain instances, be requi­red by law or permitted by the code of conduct to disclose such infor­mation.

 

  • Where Kastell agrees to carry out an engagement for more than one client, Kastell has the right to disclose such materials and other information that one of the clients has imparted to Kastell to the other clients. In some cases Kastell also has a professional obligation to dis­close such materials and infor­ma­tion to the other clients.

 

  • If Kastell engages or liaises with other advisers or professionals in the course of an engagement, Kas­tell may communicate to them all materials and other information which Kastell deems relevant to assist them in advising or carrying out other work for the client. The same applies to materials and other information that Kastell has obtain­ned as a consequence of the checks and verifications carried out by Kastell pursuant to clause 2 and its sub-clauses.
  • When a particular matter has be­come publicly known, Kastell has the right to disclose its involvement in the matter and other public domain information related to it on Kastell’s website as well as other marketing material.

 

  1. Fees and expenses

 

  • Kastell has the right to reasonable fees for its work, as set out below, as well as value added tax in cases when Kastell is obliged to charge such tax.

 

  • Unless otherwise agreed, Kastell’s fees follow the code of conduct, and our fees are normally determined on the basis of a number of factors such as time spent, the complexity of the work, the qualifications, ex­pertize, experience and resour­ces required, the amounts involved, the potential risks assumed by Kastell, time constraints and the result achieved.

 

  • Upon request, Kastell can, wher­ever possible, provide a client with an estimate of Kastell’s likely fees and charges at the outset of an engagement and update the client on the fees and charges incurred as work progresses. Estimates are based on the information made available to Kastell at the time of the estimate and cannot be regar­ded as an offer for a fixed quote.

 

  • Kastell may upon request accept other fee arrangements such as a fixed fee or fee cap

 

  • In addition to fees, Kastell may re­quest reimbursement for actual costs such as travelling and other disbursements. If disbursements are made in a currency other than Swedish Kronor (SEK) then Kastell has the right to compensate for any currency fluctuations between the date of the invoice and the date of payment.
  1. Invoicing and payment

 

  • Kastell’s normal practice is to issue invoices to its clients on a monthly basis. Instead of invoicing for time spent during the time period stated on the invoice, Kastell may issue on account (preliminary) invoices. An on account invoice sets out an amount to be paid for work carried out on the matter in anticipation of the final invoice. After on account invoicing Kastell will issue a final invoice setting out the total cost for the matter or a particular part of the matter, with the fees and expenses payable according to any preli­mi­nary invoice deducted.

 

  • In certain cases, Kastell may re­quest an advance payment. Such a request is not an estimate of Kastell’s fees or charges. Advance payments are deposited on a client account, which is kept separate from Kastell’s own funds. Kastell may use these funds for the pay­ment of its invoices.

 

  • Each invoice sets out its due date (normally not less than 30 days from the invoice’s issue date). If an invoice is not paid, interest on the balance owing will be charged at the statutory rate applicable under the Swedish Interest Act from the due date until receipt of payment.

 

  • In litigation and arbitration, the losing party can be ordered to pay the litigation costs (including legal fees) of the winning party. It is, however, rare that the losing party is ordered to pay all the legal fees incurred by the winning party. Irrespective of whether a client is the winning or losing party the client shall pay Kastell its fees and costs for the services rendered in re­presenting the client in litigation or arbitration.

 

  • If Kastell’s fees and expenses are to be financed by the client making use of legal costs and expenses insurance, the client must still pay Kastell’s fees and expenses to the extent they exceed whatever is paid out under the insurance policy.
  • If a client asks Kastell to address an invoice to someone else, Kastell may accommodate such a request only if it is evident that the arrange­ment will not violate any laws, the identity and other matters outlined in clause 2 and its sub-clauses have been verified in respect of the addressee of the invoice and that the client, on demand, will promptly pay any amounts which have not been paid by the addressee of the invoice on the due date. No client relationship with such addressee is assumed.

 

  • In the event of non-payment or partial non-payment Kastell has the right to withdraw from the enga­gement with immediate effect after the elapse of a time period stipu­lated in a written reminder of pay­ment.

 

  1. Liability and limitations

 

  • Kastell’s liability for any loss or damage suffered by the client as a result of error, negligence or breach of contract on Kastell’s part is limi­ted in respect of each matter to the sum of ten (10) million Swedish Kronor (SEK) or, if Kastell’s fees in the matter is less than one million Swedish Kronor (SEK) the limita­tion is set at five million Swedish Kronor (SEK).

 

  • Kastell’s liability shall be reduced by any amount which the client may obtain under any insurance main­tained by or for the client or under any contract or indemnity to which the client is a party or a beneficiary, unless it is contrary to the terms of the insurance or the terms of the contract or the indemnity and the client’s rights pursuant to the in­surance, the contract or indem­nity is not prejudiced thereby.

 

  • Other advisers and professionals shall be deemed to be independent of Kastell (and irrespective of whet­her Kastell has engaged them, or if the client has engaged them direct­ly). Hence, Kastell assumes no lia­bility for other advisers or profess­sionals including, without limitation, for choosing or recommending them or for their advice or other services they have provided. This applies regardless of whether they report to Kastell or to the client.

 

  • If the client has accepted any exclusion or limitation of liability in relation to any other adviser or professional, then Kastell’s liability shall be reduced by the amount of the contribution that Kastell could have been able to recover from that adviser or professional if its liability had not been excluded or limited (and regardless of whether that other adviser or professional would have been able to pay the contribution to Kastell).

 

  • Kastell shall not have any liability for any loss or damage suffered as a result of the use of Kastell’s ser­vices or advice in any other context or for any other purpose than for which it was provided. Except as stipulated in clause 11.8, Kastell shall not have any liability for any loss or damage suffered by any third party through the use, by the client, of Kastell’s services or ad­vice.

 

  • Kastell does not provide tax advice. Kastell is therefore not liable for loss or damage suffered by the client by means of tax or tax sur­charge being imposed or any risk thereof being imposed as a result of our services.

 

  • Kastell does not accept any liability for any loss or damage suffered as a result of events beyond its control when said events could not have been reasonably anticipated at the time Kastell accepted the enga­ge­ment and the results of which Kas­tell could not have reasonably avoi­ded or overcome.

 

  • If, upon the client’s request, Kastell agrees that an outside party may rely on Kastell’s work products or advice, this will not increase or otherwise affect Kastell’s liability to Kastell’s disadvantage. Kastell can only be held liable to such an outside party to the extent Kastell would have been liable to the client. Any amount payable to an outside party as a result of such liability will reduce Kastell’s corresponding lia­bility to the client and vice versa. No client relationship with such an out­side party is assumed. The afore­said also applies if Kastell, at the client’s request, agrees to issue certificates, opinions or the like to an outside party.

 

  1. Procedure for complaints and claims

 

  • If a client for any reason is dis­satisfied with Kastell’s services and wishes to make a complaint, the client ought to inform the client matter partner as soon as possible. Alternatively the client may contact Kastell’s managing partner (contact details are set out on Kastell’s website www.kastelladvokat­byra.
    se under the tab “Contact Details”).

 

  • Claims shall be made to Kastell’s managing partner (contact details are set out on Kastell’s website kastelladvokatbyra.se under the tab “Contact Details”) within 60 days of becoming aware, or could have become aware, of the circum­stances giving rise to the grievan­ce. No claim may be made there­after. Under no circum­stances may a claim be made after the expiry of 24 months after the date of Kastell’s last invoice for the matter to which the claim refers.

 

  • If a client’s claim is based on a claim against the client by a public authority or other third party, Kastell or Kastell’s insurers shall be en­titled to object to or meet and settle such claim on the client’s behalf, provided that the client is in­dem­nified by Kastell taking into account the limitations of liability in these general terms and conditions and, if applicable, the engagement letter. If the client objects to or meets, settles or takes any other measure in relation to such claim without Kastell’s consent, Kastell will not accept any liability for such a claim.
  • If Kastell or Kastell’s insurer reim­burses the client in respect of a claim, the client shall, as a condi­tion for such reimbursement, trans­fer the right to recourse against third parties to Kastell or Kastell’s insurers by way of subrogation or assignment.

 

  1. Professional indemnity insurance

 

Kastell maintains professional in­demnity insurance in addition to the Swedish Bar Association’s compul­sory indemnity insurance.

 

  1. Termination of an engagement

 

  • A client may terminate the enga­gement with Kastell at any time by requesting Kastell in writing to with­draw from the engagement. How­ever, the client making such a request shall still pay Kastell for the services that have been rendered and for expenses Kastell has in­curred prior to the date of termi­nation.

 

  • The Law and code of conduct rules stipulate under which circum­stan­ces Kastell has the right or the obli­gation to decline or withdraw from an engagement. Among other things, this may be the case in the event of inadequate client iden­ti­fication, suspicions of money laun­dering or financing terrorism, con­flict of interest, failure to pay Kas­tell’s fees, inadequate instructions, or lack of confidence and trust bet­ween Kastell and the client. If Kas­tell withdraws from an engagement, then the client must still pay Kastell for the services Kastell has rende­red and for expenses Kastell has incurred prior to the date of the withdrawal. An engagement will in any event terminate when an enga­gement has been completed.

 

  1. Document retention

 

  • After the completion or termination of an engagement, Kastell will store (at its premises or with a third party) essentially all documents and work products of its services accumula­ted or generated in a matter. The documents will be stored for a period of time that Kastell deems to be adequate for the particular enga­gement in question. However, un­der no circumstances for a period of time shorter than that required by law or under the code of conduct rules.

 

  • Kastell is under an obligation to retain essentially all documents and work products accumulated or generated in a matter. Kastell can­not therefore meet any request to return (without making and retai­ning a copy) or destroy a document or work product in advance of the expiration of the retention period.

 

  1. Amendments, prevailing terms and language versions

 

  • These general terms and condi­tions may be amended by Kastell from time to time. The current ver­sion may always be viewed on Kas­tell’s website www.kastelladvokat­byra.se. Any amendments to these terms and conditions will only be­come effective in relation to matters which have been initiated after the amended version was posted on Kastell’s website.

 

  • If an engagement letter has been issued to the client in relation to a specific matter then the terms in the engagement shall prevail over these general terms and condi­tions, in the event that there is any inconsistency between the terms in the engagement letter and the general terms and conditions.

 

  • These terms and conditions have been made in Swedish and Eng­lish. The Swedish language version applies to clients domiciled in Swe­den. The English language version applies to all other clients.

 

  1. Governing law and dispute resolu­tion

 

  • These general terms and condi­tions and (if applicable) the enga­gement letter and all issues in con­nection with them, Kastell’s enga­gement and Kastell’s services shall be governed by and construed in accordance with Swedish substan­tive law.

 

  • Any dispute arising out of or in con­nection with these general terms and conditions, the engagement letter (if applicable), Kastell’s enga­gement or Kastell’s 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. The language to be used in the arbitral proceedings shall be Swedish unless Kastell and the client agree to use English.

 

  • All arbitral proceedings conducted with reference to 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 considered confidential and may not 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 to an insurance policy underwriter or if the party is required to so disclose pursuant to statutory requirements or rules for issuers of securities and similar.

 

  • Notwithstanding clause 17.2, Kas­tell shall be entitled to commence proceedings for the payment of any amount due to Kastell from the client in any court with jurisdiction over the client or any of the client’s assets.