Wendevel AB - General Terms and Conditions of Engagement (2022:01)

1. Introduction and scope of work 

These general terms and conditions apply to all advice and other services rendered by us, Wendevel AB, to our clients.

Any engagement to provide services to you (the “engagement”) is governed by these general terms and conditions but is subject to any changes and additions set forth in a written agreement referring to these general terms and conditions.

The scope of our work is agreed with you at the outset of the engagement. Within this scope, we will do our outmost to serve you effectively and to provide high quality work results and advice.

Our work results and advice will result from the facts and instructions presented to us and the circumstances of the specific engagement. Consequently, you may not rely on our work results and advice in any other context than for which they were rendered.

Unless otherwise agreed, all information provided by us in draft versions of our documents is provisional and subject to the wording of our final versions.

Our advice in the engagement does never include advice on potential tax consequences.

We render advice only in respect of and based on the laws of Sweden. Any views expressed regarding the legal issues in another jurisdiction will be based on our general experience of the legal landscape in such jurisdictions. It will only be intended to let you benefit from experience of ours and shall not be seen as or interpreted as constituting advice.

2. Identification check; suspicions of money laundering or terrorism financing

In certain engagements, we are under a legal obligation to check, i.a., the identity and ownership structure of the client and certain entities and individuals associated with the client. Therefore, we may request you to provide us with evidence of identity and other information.

We are required by law to disclose suspicions of money laundering or terrorism financing to the Swedish police. Also, we are prevented by law to inform you of having such suspicions or having made or contemplating making such disclosure.

3. Confidentiality

Any non-public information, received in relation to our work for you, from or about you, your business or other affairs of relevance to you, will be treated as strictly confidential and handled accordingly. Such information will not be disclosed to any third party, except in accordance with your instructions or as we may be obliged to do by law or order from a competent court. If we, during the engagement, engage consultants on your behalf, we may communicate to them any information we deem necessary for them to advise or carry out work for you.

4. Intellectual property rights

The copyright and other intellectual property rights in our work products and advice shall remain the property of Wendevel AB. You shall however have the right to use them for the purpose for which they were rendered. Unless we have agreed otherwise, no documents or other work products generated by us may be circulated or used for marketing purposes.

5. Reference engagement

Once an engagement has become publicly known, for example through the publication of a judgment, we may briefly disclose our involvement in the engagement and other publicly known information in our marketing. Please let us know should you prefer to avoid such publicity.

6. Fees and expenses

For our work, we are entitled to a reasonable fee plus applicable VAT.

Unless otherwise agreed, we will determine our fee taking into consideration the extent of the engagement, its nature, complexity and importance as well as the expertise of the consultant/consultants performing the work, the result of our work and other relevant circumstances. For the purpose of setting the fee, we internally assign an hourly fee based on the experience and skills that the consultant has in the field relevant for the engagement.

If requested by you, we will provide you with an estimate of our fees at the outset of the engagement and update you on the fees incurred as work progresses. Such an estimate is based on the information available to us at that time and cannot be regarded as a fixed quote.

If requested by you, we may also, depending on the nature of the engagement, agree on a fixed fee or other fee arrangement.

In addition to our fees, we are entitled to reimbursement for all reasonable and justified expenses, e.g. filing fees, translation services, delivery services, travel, accommodation etc. In case such expenses are significant, we will consult with you prior to incurring any such expense.

7. Invoicing etc.

We normally invoice you on a monthly basis. Any amount invoiced will be in Swedish Krona.

Our invoices are due and payable within 15 days of the invoice date (or at a later date specified in the invoice). In case of late payment, interest will be charged from the due date until receipt of payment in accordance with the provisions of the Swedish Interest Act (Sw. Räntelagen (1975:635)).

8. Advance payments

We may require you to make advance payments to us before we perform work or incur costs on your behalf. Such request is not an estimate of (or cap on) any fees or expenses.

9. Responsibility for legal fees

Should the engagement involve a dispute, the losing party may be ordered to pay a portion or all of the costs of the winning party, including its legal fees. Consequently, if you are the losing party, you must fulfill your obligations according to section 6 and, in addition, pay such costs to the winning party.

10. Other advisors and professionals

If needed for the engagement, on your request, we will assist in identifying, contracting, informing and/or instructing additional advisors.

Any authority given by you to contract or instruct any such advisors or professionals includes authority to accept a limitation of their liability on your behalf.

Any other of your advisors (identified, contracted, informed or instructed by us or not) will remain independent from us. Consequently, we assume no liability for the choice of such advisors nor for their advice or services.

We have no responsibility for payments to such advisors. Their invoices will normally be addressed directly to you.

11. Key contacts within the firm; complaints and claims procedure

Should you, for any reason, be dissatisfied with our services or have a complaint, please contact us immediately.

Any claim against us should be submitted to Wenzel Nisshagen at wn@wendevel.se as soon as you have become aware of the circumstances giving rise to the claim.

Any claim, based on a claim against you by any authority, may not be made later than three months after the date such a claim was made against you and under no circumstances later than five years after the date of our last invoice issued for the engagement to which the claim refers.

Any claim based on circumstances of which you were unaware and could not have known of after reasonable investigations as per the date of our last invoice issued for the engagement to which the claim refers, may not be made later than three months after the date such circumstances became known or could have become known to you after reasonable investigations, and under no circumstances later than five years after the date of our last invoice issued for the engagement to which the claim refers. No other claim may be made later than 12 months after the date of our last invoice issued for the engagement to which the claim refers.

Should your claim be based on a claim against you by any authority or third party, we or our insurers shall be entitled to meet, settle and compromise such a claim on your behalf, provided that you – taking into consideration the limitations of liability provided by these general terms and conditions or otherwise applicable to the engagement – are indemnified by us. If you meet, settle, compromise or otherwise take any action in relation to such a claim without our consent, we shall not be liable such claim.

If you are reimbursed by us or our insurers in respect of a claim, 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.

12. Limitations of liability

Your relationship for the performance of the engagement is with Wendeval AB exclusively. Consequently, no individual or entity associated with Wendevel AB, such as shareholders and employees, shall have any personal liability to you.

We shall have no liability to you for:

• the accuracy or completeness of any information provided to us by you or any other person in the course of our work,
• any loss or damage arising in any way from fraudulent acts, misrepresentations or wilful default on the part of any other person than ourselves, our partners or staff,
• any loss or damage suffered as a result of any event beyond our control, which event we could not reasonably have anticipated at the time we accepted the engagement and which consequences we could not reasonably have avoided or overcome, or
• any loss or damage suffered as a result of the use by you of any of our work products or advice in any other context or for any other purpose than for which it was provided.

For clarity, tax advice will not be included in the engagement. Should any tax aspect be discussed between you and us, this may not be considered advice from us to you, and we are consequently not liable for any damage or loss suffered by you should you take decisions based on information exchanged during any such discussion.

Our liability to you will be reduced by any amount which may be obtained under any insurance maintained by or for you or under any agreement or indemnity to which you are a party or a beneficiary.

Should several advisors be liable to you in relation to the same loss or damage, our liability for such loss or damage shall be limited to the percentage of the damage that corresponds to the percentage of our fees in relation to the total fees payable to all advisors. This shall apply also if such other advisor has excluded or limited its liability or would be unable to pay its part of the total claim.

Should another advisor’s liability to you be more limited than our liability, any liability we might have to you as a result of being held jointly and severally liable with such other advisor will be reduced by the amount of the compensation we could have recovered from that advisor if its liability to you had not been limited in said manner. This shall apply, regardless of whether such other advisor would be able to pay compensation to us or not.

We shall have no liability to any third party for any loss or damage suffered as a result of your or any third party’s use of any of our work products or advice.

Unless otherwise agreed at the outset of an engagement, our liability shall, for each engagement, be limited to the sum of 10 million Swedish Krona or, if our fee for the engagement concerned is less than one million Swedish Krona, two million Swedish Krona.

13. Professional indemnity insurance

We maintain an appropriate insurance for consultants.

14. Termination and withdrawal

You may terminate our engagement at any time. In the event of termination or our withdrawal, you must pay the fees for our work and reimburse us for the expenses incurred up to the date of termination or withdrawal in accordance with these general terms and conditions.

15. Amendments

These general terms and conditions may be amended by us from time to time. The current version is always posted on our website; www.wendevel.se, and will be sent to you on request. Amendments will become effective only in relation to engagements initiated after the amended version having been posted on our website.

16. Dispute resolution

Any dispute, controversy or claim arising out of or in connection with these general terms and conditions, the engagement, our work products or advice, or the breach, termination or invalidity thereof, or any non-contractual obligations arising out of or in connection therewith, shall be finally settled through arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce (see www.sccinstitute.com). The seat of arbitration shall be Stockholm, Sweden. The language of the arbitration shall be English (unless otherwise agreed between the parties at that time).

We shall always be entitled to commence proceedings against you for the payment of any amount due to us through the competent authority or in any court where you are domiciled or, alternatively, where your assets are located or, alternatively, in the Stockholm District Court, Sweden.

17. Governing law

These general terms and conditions and all issues in connection with them, the engagement, our work products and advice, and any non-contractual obligations arising out of or in connection therewith, shall be governed by and construed in accordance with the laws of Sweden.