General Terms and Conditions

These terms and con­di­tions ap­ply to all ser­vices pro­vid­ed to clients by Hamilton Advokatbyrå Kommanditbolag corp. reg. no. 969741-8540 (the “Firm” or “we”) through its part­ners and em­ploy­ees on be­half of its clients, un­less oth­er­wise pro­vid­ed un­der manda­to­ry law, the code of con­duct ap­plic­a­ble to mem­bers of the Swedish Bar Association or spe­cif­ic con­tract. When you en­gage us you are deemed to have ac­cept­ed these gen­er­al terms and con­di­tions.

1. General

The Firm will work to pro­tect our clients’ in­ter­est with­in the frame­work of Swedish law and the code of con­duct es­tab­lished by the Swedish Bar Association. This means that the en­gage­ments will be car­ried out with care, ac­cu­ra­cy and due time­li­ness, and al­so con­sid­er­ing that the client is not bur­dened with un­nec­es­sary costs.

Before com­menc­ing an en­gage­ment the Firm un­der­takes a cus­tom­ary check that no con­flict of in­ter­est or oth­er cir­cum­stances ex­ist which, ac­cord­ing to the code of con­duct es­tab­lished by the Swedish Bar Association, pre­vents the Firm from ac­cept­ing the en­gage­ment. Such con­trol will fur­ther be made dur­ing an on­go­ing en­gage­ment if new cir­cum­stances arise. If the Firm, due to con­flict of in­ter­est or oth­er cir­cum­stances, is pre­vent­ed from pro­ceed­ing an al­ready com­menced en­gage­ment, the Firm is nerve­less en­ti­tled to com­pen­sa­tion for work al­ready car­ried out (and ac­crued ex­pens­es), un­less the Firm due to its own fail­ure ini­ti­at­ed the en­gage­ment.

We work to­geth­er to pro­vide you with the ex­per­tise and re­sources re­quired for each en­gage­ment. In or­der to de­vel­op our un­der­stand­ing of your busi­ness, one of our part­ners will be pri­mar­i­ly re­spon­si­ble for the pro­vi­sion of our ser­vices. This part­ner has the over­all re­spon­si­bil­i­ty for our ser­vices to you. There will al­so be a part­ner re­spon­si­ble for our work in each par­tic­u­lar en­gage­ment. This may be the over­all re­spon­si­ble part­ner or an­oth­er part­ner with rel­e­vant ex­per­tise.

An en­gage­ment is a con­tract be­tween you and the Firm, and not with any in­di­vid­ual as­so­ci­at­ed with the Firm. We ac­cept your en­gage­ment as an en­gage­ment of the Firm and not an agree­ment with a pri­vate in­di­vid­ual. This ap­plies even if it is your ex­press or im­plied in­ten­tion that the work will be car­ried out by a spe­cif­ic per­son or spe­cif­ic per­sons. Partners of the Firm and all per­sons work­ing for, or en­gaged by, the Firm are cov­ered by these terms and con­di­tions and un­der no cir­cum­stances will these per­sons have any per­son­al li­a­bil­i­ty  to you, ex­cept as pro­vid­ed by manda­to­ry law.

For the pur­pos­es of these terms and con­di­tions, all as­pects of a trans­ac­tion or a busi­ness arrange­ment will be con­sid­ered to be one en­gage­ment, ir­re­spec­tive of whether the en­gage­ment in­volves sev­er­al le­gal en­ti­ties or pri­vate in­di­vid­u­als, is dealt with by sep­a­rate teams with­in the Firm or ad­dress­es sep­a­rate le­gal ar­eas, and ir­re­spec­tive of whether sep­a­rate in­voic­es are is­sued, or whether we act for sev­er­al sep­a­rate le­gal en­ti­ties and/or in­di­vid­u­als.

2. Fees and ex­pens­es

We en­deav­or to pro­vide ad­vice at fee rates that pro­vide good val­ue for mon­ey and we are al­ways will­ing to dis­cuss our fees with you. In spe­cif­ic cas­es, we may agree up­on a bud­get or spe­cial fee arrange­ments. Our fees are de­ter­mined in ac­cor­dance with the rules of the Swedish Bar Association and are gen­er­al­ly de­ter­mined on the ba­sis of a num­ber of fac­tors such as time spent, the com­plex­i­ty of the work, the qual­i­fi­ca­tions, ex­pe­ri­ence and re­sources re­quired, the amounts in­volved, the risks as­sumed by the Firm, time con­straints and the re­sult achieved. The Firm’s hourly fees are nor­mal­ly ad­just­ed once a year. All fees are ex­clu­sive of val­ue added tax and sim­i­lar tax­es, which are charged in ac­cor­dance with ap­plic­a­ble law.

In ad­di­tion to our fees we ex­pect you to pay for nec­es­sary or rea­son­able ex­pens­es. The ex­pens­es may in­clude reg­is­tra­tion fees, reg­istry search fees, fees of oth­er ad­vis­ers and pro­fes­sion­als, trav­el­ling costs, costs for ac­com­mo­da­tion, pho­to­copy­ing, couri­er, fax and tele­phone charges.

In lit­i­ga­tion and ar­bi­tra­tion the fi­nal al­lo­ca­tion of costs (in­clud­ing costs for le­gal rep­re­sen­ta­tion), as de­cid­ed by the court or ar­bi­tral tri­bunal, is gen­er­al­ly de­pend­ing on the out­come of the dis­pute and oth­er rel­e­vant cir­cum­stances. It how­ev­er oc­curs that the ex­pens­es of the win­ning par­ty are not ful­ly com­pen­sat­ed. Irrespective of whether you should be the win­ning or los­ing par­ty you must pay our fees for ser­vices ren­dered and ex­pens­es in­curred when rep­re­sent­ing you in lit­i­ga­tion or ar­bi­tra­tion.

If our fees and ex­pens­es are to be fi­nanced by mak­ing use of le­gal costs and ex­pens­es in­sur­ance you must still pay our fees and ex­pens­es to the ex­tent they ex­ceed what­ev­er is paid out un­der the in­sur­ance.

3. Reporting of VAT reg­is­tra­tion num­ber

We are legal­ly oblig­ed in some cas­es to pro­vide in­for­ma­tion to the tax au­thor­i­ties on your VAT reg­is­tra­tion num­ber and the val­ue of the ser­vices we have pro­vid­ed to you. By en­gag­ing the Firm, you are deemed to ac­cept that we will pro­vide such in­for­ma­tion to the tax au­thor­i­ties in ac­cor­dance with cur­rent reg­u­la­tions.

4. Invoicing

Unless oth­er­wise agreed, we will in­voice you on a month­ly ba­sis. If re­quest­ed, we will al­so pro­vide you with reg­u­lar up­dates of the fees in­curred. Instead of is­su­ing an in­voice for a fee re­flect­ing the work per­formed dur­ing the rel­e­vant time pe­ri­od, we may is­sue an in­voice on ac­count. In such cas­es, the fi­nal in­voice for the en­gage­ment will set out the to­tal amount of our fee with the fees paid on ac­count de­duct­ed. In cer­tain cas­es, we may re­quest a re­tain­er be­fore we com­mence work. The re­tain­er is paid in­to a client ac­count and will be used to set­tle fu­ture in­voic­es. The to­tal amount of our fee for the en­gage­ment may be more or less than the amount of the re­tain­er. Unless oth­er­wise agreed, pay­ment of in­voic­es is due with­in 30 days of the in­voice date. We will charge in­ter­est on any over­due amount from the due date un­til the date of pay­ment at the rate de­ter­mined by the Swedish Interest Act (Sw: rän­te­la­gen (1975:635)).

5. Client iden­ti­fi­ca­tion pro­ce­dures

We are legal­ly oblig­ed to as­cer­tain our clients’ iden­ti­ty and own­er­ship, and to ob­tain in­for­ma­tion about the na­ture and pur­pose of the en­gage­ment, be­fore work is be­gun. We may there­fore ask you to pro­vide us, among oth­er things, with ev­i­dence of your iden­ti­ty and/or the iden­ti­ty of any oth­er per­son in­volved in the en­gage­ment on your be­half, and, in the case of le­gal en­ti­ties, the in­di­vid­u­als hav­ing ul­ti­mate con­trol over them, as well as in­for­ma­tion and doc­u­men­ta­tion show­ing the ori­gin of funds and oth­er as­sets. We are al­so oblig­ed to ver­i­fy the in­for­ma­tion pro­vid­ed to us, and for this pur­pose may ob­tain in­for­ma­tion from ex­ter­nal sources. We will re­tain all in­for­ma­tion that we have ob­tained in con­junc­tion with these checks. We are legal­ly oblig­ed to re­port sus­pi­cions of mon­ey laun­der­ing or fi­nanc­ing of ter­ror­ism to the rel­e­vant fi­nan­cial in­tel­li­gence unit. We are al­so pre­vent­ed by law from in­form­ing you of sus­pi­cions or that a re­port has been, or will be, made to the fi­nan­cial in­tel­li­gence unit. Where there are sus­pi­cions of mon­ey laun­der­ing or fi­nanc­ing of ter­ror­ism, we are oblig­ed to de­cline or cease to act in the en­gage­ment. We can­not be held li­able for loss or dam­age caused to you di­rect­ly or in­di­rect­ly as a con­se­quence of our com­pli­ance with the oblig­a­tions we have con­sid­ered to be in­cum­bent on us ac­cor­dance with afore­said. When you en­gage us you are deemed to ac­cept that we may process your per­son­al da­ta for the pur­pos­es men­tioned in this clause 5. Generally, we will al­so need to process the per­son­al da­ta of your rep­re­sen­ta­tives and ben­e­fi­cial own­ers for the same pur­pos­es and you are re­spon­si­ble for en­sur­ing that they ac­cept such pro­cess­ing.

6. Advice

Our ad­vice is tai­lored to the cir­cum­stances in the spe­cif­ic en­gage­ment, the facts pre­sent­ed to us and the in­struc­tions you give us. We are en­ti­tled to as­sume that those cir­cum­stances, facts and in­struc­tions are ac­cu­rate and com­plete. Accordingly, the ad­vice may not be re­lied up­on in any oth­er en­gage­ment or used for any pur­pose oth­er than that for which it was giv­en. Our ad­vice in a par­tic­u­lar en­gage­ment does not in­clude ad­vice on po­ten­tial tax con­se­quences. We do not pro­vide fi­nan­cial or ac­count­ing ad­vice and we do not pro­vide rec­om­men­da­tions from a com­mer­cial per­spec­tive as to whether or not you should car­ry out a par­tic­u­lar in­vest­ment or trans­ac­tion. Unless oth­er­wise agreed, we do not un­der­take to up­date the ad­vice we have pro­vid­ed to take ac­count of sub­se­quent changes in the le­gal po­si­tion.

The Firm on­ly ad­vice on the le­gal po­si­tion in Sweden, con­se­quent­ly we do not give ad­vice on the le­gal po­si­tion of any oth­er ju­ris­dic­tion. Based on our gen­er­al ex­pe­ri­ence in deal­ing with oth­er ju­ris­dic­tions we may how­ev­er ex­press views on le­gal is­sues in oth­er ju­ris­dic­tions. This is mere­ly in­tend­ed to pro­vide the ben­e­fit of our ex­pe­ri­ence and does not con­sti­tute le­gal ad­vice.

Information which is pub­lished on the Firm’s web­site is on­ly in­tend­ed to pro­vide gen­er­al in­for­ma­tion and does not con­sti­tute pro­fes­sion­al le­gal ad­vice. There is a risk that the con­tent is nei­ther com­pre­hen­sive nor com­plete­ly up­dat­ed. Any use of the in­for­ma­tion on the Firm’s web­site is done at the user’s own risk.

7. Limitation of li­a­bil­i­ty

Our li­a­bil­i­ty for pure eco­nom­ic loss as a con­se­quence of er­ror or neg­li­gence on our part in per­form­ing our work is lim­it­ed to di­rect loss­es and to an amount of 50 mil­lion Swedish kro­nor or, if our fee for the en­gage­ment is less than one mil­lion Swedish kro­nor, five mil­lion Swedish kro­nor. 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, un­less it is con­trary to your agree­ment with the in­sur­ance provider or third par­ty or your rights against the in­sur­ance provider or third par­ty are there­by prej­u­diced.

Except as pro­vid­ed for in para­graph three of this clause 7, we will not have any li­a­bil­i­ty to any third par­ty through the use by you of doc­u­ments or oth­er ad­vice from the Firm.

If, at your re­quest, we in a spe­cif­ic mat­ter agree in writ­ing that a third par­ty may re­ly on a doc­u­ment pro­duced by us or on ad­vice pro­vid­ed by us, this will not in­crease or oth­er­wise af­fect our li­a­bil­i­ty, and we will on­ly be li­able to such third par­ty to the ex­tent we would be li­able to you. Any amount paid to a third par­ty as a re­sult of such li­a­bil­i­ty will re­duce our li­a­bil­i­ty to you cor­re­spond­ing­ly and vice ver­sa.  Under no cir­cum­stances will how­ev­er a client re­la­tion­ship arise be­tween us and such third par­ty.

Notwithstanding the oth­er pro­vi­sions of this clause 7, the Firm will at all times be li­able to you for loss or dam­age caused by us in­ten­tion­al­ly or through gross neg­li­gence.

8. Working with oth­er ad­vis­ers

We will be pleased to help you to iden­ti­fy and in­struct oth­er ad­vis­ers, in Sweden and abroad, for a par­tic­u­lar en­gage­ment. If we in­struct, en­gage and/or work to­geth­er with oth­er ad­vis­ers, any such ad­vis­ers will be con­sid­ered to be in­de­pen­dent of us and we as­sume no re­spon­si­bil­i­ty or li­a­bil­i­ty for rec­om­mend­ing them to you or for ad­vice giv­en by them. We do not ac­cept re­spon­si­bil­i­ty for fees or ex­pens­es charged by such ad­vis­ers. If you en­gage of us to in­struct ad­vis­ers it in­cludes au­thor­i­ty for us to ac­cept a lim­i­ta­tion of li­a­bil­i­ty on your be­half. When we in­struct oth­er ad­vis­ers we may, at your re­quest, ob­tain fee quotes from them and/or agree fee arrange­ments with them. Although we will as­sist you in any dis­cus­sions with oth­er ad­vis­ers, we do not as­sume any re­spon­si­bil­i­ty for such quotes and/or arrange­ments. If one or sev­er­al ad­vis­ers are li­able to you in re­la­tion to a sin­gle in­stance of loss or dam­age caused to you, our li­a­bil­i­ty for loss or dam­age suf­fered by you will be lim­it­ed to the pro­por­tion that our share of the to­tal fees payable to all ad­vis­ers bears to the sum of the fees to all ad­vis­ers (re­gard­less of whether such oth­er ad­vis­ers have ex­clud­ed or lim­it­ed their li­a­bil­i­ty or would have been un­able to pay their part of the to­tal claim).

9. Communications

We com­mu­ni­cate with our clients and oth­er par­ties in­volved in an en­gage­ment in a va­ri­ety of ways, in­clud­ing through the Internet and by e-mail. Although these are ef­fec­tive means of com­mu­ni­ca­tion, they in­volve se­cu­ri­ty and con­fi­den­tial­i­ty risks for which we can­not ac­cept any re­spon­si­bil­i­ty. If you would pre­fer that we do not com­mu­ni­cate through the Internet or by e-mail in re­la­tion to any par­tic­u­lar en­gage­ment, please ad­vise the rel­e­vant en­gage­ment part­ner. Our spam and virus fil­ters and se­cu­ri­ty arrange­ments may some­times re­ject or fil­ter out le­git­i­mate e-mails. Accordingly, you should fol­low-up im­por­tant e-mails by tele­phone.

10. Intellectual prop­er­ty rights

The copy­right and oth­er in­tel­lec­tu­al prop­er­ty rights in work prod­ucts that we gen­er­ate for you vest in us al­though you have the right to use such work prod­ucts for the pur­pos­es for which they were pro­vid­ed. Unless oth­er­wise ex­press­ly agreed, no doc­u­ment or oth­er work prod­uct gen­er­at­ed by us may be gen­er­al­ly cir­cu­lat­ed or used for mar­ket­ing pur­pos­es.

11. Confidentiality

We will pro­tect the in­for­ma­tion you dis­close to us in an ap­pro­pri­ate man­ner and in ac­cor­dance with the code of con­duct es­tab­lished by the Swedish Bar Association. We are how­ev­er, in cer­tain in­stances, re­quired by law or per­mit­ted by the code of con­duct to dis­close such in­for­ma­tion. Where we agree to car­ry out an en­gage­ment for more than one client, we have the right to dis­close such ma­te­ri­als and oth­er in­for­ma­tion that one of the clients has im­part­ed to us to the oth­er clients. In some cas­es we al­so have a pro­fes­sion­al oblig­a­tion to dis­close such ma­te­ri­als and in­for­ma­tion to the oth­er clients.

If we en­gage or li­aise with oth­er ad­vis­ers or pro­fes­sion­als in the course of an en­gage­ment, we may com­mu­ni­cate to them all ma­te­ri­als and oth­er in­for­ma­tion which we be­lieve may be rel­e­vant to as­sist them in ad­vis­ing or car­ry­ing out oth­er work for you.

When a par­tic­u­lar en­gage­ment has be­come pub­licly known we may an­nounce our par­tic­i­pa­tion for mar­ket­ing pur­pos­es. Such an­nounce­ment may on­ly con­tain in­for­ma­tion about the en­gage­ment that is al­ready in the pub­lic do­main. In those sit­u­a­tions we may al­so, un­less you ad­vise us oth­er­wise, dis­play your lo­go­types in our pub­lic­i­ty ma­te­r­i­al. This al­so ap­plies if you, in re­la­tion to an en­gage­ment that is not pub­licly known, have ex­press­ly agreed that we an­nounce our par­tic­i­pa­tion.

12. Conflict of in­ter­est

We may be pre­vent­ed from ac­cept­ing an en­gage­ment if there is a con­flict of in­ter­est in re­la­tion to an­oth­er client. We there­fore check to as­cer­tain whether there is a con­flict of in­ter­est in ac­cor­dance with the code of con­duct es­tab­lished by the Swedish Bar Association. Notwithstanding such con­trols, cir­cum­stances may arise that pre­vent us from act­ing for you in an on­go­ing or fu­ture en­gage­ment. If this oc­curs, we strive to treat our clients equal­ly, tak­ing the code of con­duct in­to ac­count. Accordingly, it is im­por­tant be­fore and dur­ing the en­gage­ment that you pro­vide us with the in­for­ma­tion you con­sid­er may be rel­e­vant to de­ter­mine whether or not there is an ac­tu­al or po­ten­tial con­flict of in­ter­est.

13. Archiving

After the con­clu­sion or ter­mi­na­tion of an en­gage­ment, we will keep (or store with a third par­ty) es­sen­tial­ly all doc­u­ments and work prod­ucts from an en­gage­ment, whether on pa­per or elec­tron­i­cal­ly, for a pe­ri­od of time which we deem to be ad­e­quate for that par­tic­u­lar type of en­gage­ment, how­ev­er un­der no cir­cum­stances for a pe­ri­od of time short­er than that re­quired by law or un­der the code of con­duct.

Since we are un­der an oblig­a­tion to re­tain es­sen­tial­ly all doc­u­ments and work prod­ucts ac­cu­mu­lat­ed or gen­er­at­ed in an en­gage­ment, we can­not meet any re­quest by you to re­turn (with­out keep­ing a copy) or de­stroy a doc­u­ment or work prod­uct in ad­vance of the ex­pi­ra­tion of the re­ten­tion pe­ri­od. If you ask us to emp­ty our elec­tron­ic files with­in our doc­u­ment man­age­ment sys­tem, we will com­ply with your re­quest to the ex­tent per­mit­ted (but re­tain a phys­i­cal copy of each doc­u­ment or save them on­to any elec­tron­ic stor­age me­dia) and nor­mal­ly against pay­ment if the work in­volved is time-con­sum­ing.

Unless oth­er­wise ex­press­ly agreed, all orig­i­nal doc­u­ments will be sent to you at the con­clu­sion or ter­mi­na­tion of an en­gage­ment. We are how­ev­er en­ti­tled to keep a copy of such doc­u­ments.

14. Complaints

If you have any com­ments on how the en­gage­ment is han­dled/has been han­dled, you are asked to first con­tact the part­ner des­ig­nat­ed as re­spon­si­ble for the en­gage­ment. A client who is dis­sat­is­fied may al­so make a dis­ci­pli­nary re­port against the lawyer or lawyers who have per­formed the en­gage­ment by writ­ing to the Swedish Bar Association.

Claims in­volv­ing li­a­bil­i­ty for dam­ages due to a per­formed en­gage­ment must im­me­di­ate­ly be sub­mit­ted in writ­ing to the Firm, in which the rea­son for your claim must be stat­ed. No claim may be made more than six months af­ter the lat­er of (i) the date when the last in­voice was is­sued for the en­gage­ment to which the claim refers or (ii) the date when the rel­e­vant cir­cum­stances were known to you or could have be­come known to you af­ter rea­son­able in­ves­ti­ga­tions. In no cir­cum­stances can a claim be pre­sent­ed lat­er than ten years af­ter the ad­vice to which the claim re­lates was giv­en. A com­plaint against the size of our in­voiced fee must be made be­fore the due date of the re­spec­tive in­voice.

15. Amendments

These terms and con­di­tions may be amend­ed by us from time to time. The lat­est ver­sion can al­ways be viewed on our web­site: www.hamil­ Amendments to the terms and con­di­tions will be­come ef­fec­tive on­ly in re­la­tion to en­gage­ments ini­ti­at­ed af­ter the amend­ed ver­sion is post­ed on our web­site. A copy of the lat­est ver­sion of these terms and con­di­tions will be sent to you on re­quest.

16. Language

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

17. Governing law and ju­ris­dic­tion

These gen­er­al terms and con­di­tions, in­clud­ing the ar­bi­tra­tion clause in this clause 17, and the spe­cif­ic terms for the en­gage­ment (if any) and all is­sues in con­nec­tion with any of them, our en­gage­ment and ser­vices shall be gov­erned by and con­strued in ac­cor­dance with the sub­stan­tive laws of Sweden.

Any dis­pute, con­tro­ver­sy or claim aris­ing out of or in con­nec­tion with these gen­er­al terms and con­di­tions, the spe­cif­ic terms for the en­gage­ment (if any), our en­gage­ment or our 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. The lan­guage to be used in the ar­bi­tral pro­ceed­ings shall be English.

Arbitral pro­ceed­ings ini­ti­at­ed with ref­er­ence to this clause 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 con­fi­den­tial and 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. Notwithstanding this clause, the Firm shall be en­ti­tled to com­mence pro­ceed­ings for the pay­ment of any fee amount due in any court with ju­ris­dic­tion over you or any of your as­sets.

Download the gen­er­al terms and con­di­tions here.