GENERAL TERMS AND CONDITIONS OF THE LAW FIRM NOVA

These terms and conditions apply to all the services which the law firm Advokatfirman Nova AB (”Nova”) provides to its customers. When you use Nova’s services, you are deemed to have accepted these general terms and conditions. Nova is bound by the Code of Conduct for Members of the Swedish Bar Association, as well as by the corresponding regulations of other competent bar associations, including the Council of Bars and Law Societies of Europe (CCBE), when providing its services.

 

1 Services provided by Nova

1.1 At Nova one of our lawyers is allocated to each assignment and will be your main point of contact and the one who is primarily responsible for the services we provide to you. The lawyer responsible for the assignment is completely free, at his or her own discretion, to appoint the lawyers and other staff whom he or she judges should handle the assignment so as to ensure that it is carried out effectively.

1.2 Nova’s services are tailored to the circumstances of the individual assignment, the facts presented to Nova and the instructions you give Nova. You are therefore not able to rely on a particular piece of advice in connection with any other matter or use it for a purpose other than the one for which it was provided.

 

2 Personal identification and data

2.1 Nova is obliged by law to verify the identity and ownership status of its clients, as well as, in some cases, the origin of resources and other assets. This means that Nova can request personal identity documents pertaining to you and the persons representing you and, if you are a legal entity, the natural persons who have ultimate control over you (known as “beneficial owners”), as well as documentation indicating where resources and other assets originate from. Nova is also obliged to verify the information supplied to Nova and, to this end, Nova may obtain information from external sources, e.g. databases. Nova will retain all the information and documentation which Nova has acquired in connection with these checks.

2.2 When you use Nova’s services, you are deemed to have given your consent for Nova to process your personal data for the purposes specified in this section 2. In general, Nova also needs to process the personal data of your representatives and beneficial owners for the same purposes and you are responsible for ensuring that these persons agree to this processing. If you want information about what personal data Nova processes, if you want to amend certain personal data or if you have other queries regarding how Nova processes personal data, please contact the lawyer who is responsible for the assignment you have allocated to us.

2.3 Nova is bound by law to report to the police any suspicions of money laundering or terrorist financing. Nova is also prevented by law from informing you as to whether there are any suspicions and whether they have been or may be reported to the police. In cases where money laundering or terrorist financing is suspected, Nova is obliged to refuse or to resign from the assignment.

2.4 Nova cannot be held liable for any harm or loss which you suffer directly or indirectly as a consequence of Nova complying with the obligations incumbent upon Nova under sections 2.1 and 2.3.

 

3 Powers

3.1 When you use Nova’s services, you are, in so doing, granting Nova the right, unless you advise Nova otherwise, to take the actions which Nova deems to be necessary or desirable for handling the assignment. For example, Nova will be entitled to engage other consultants and experts at your expense and may also in other ways incur other reasonable costs for you. If Nova engages other consultants and experts, Nova may ask you to contract these directly, thereby making you responsible for paying their fees and costs.

 

4 Intellectual property rights

4.1 Copyright and other intellectual property rights to the results Nova generates in handling an assignment belong to Nova, but you are entitled to use the results for the purposes for which they have been produced. Unless otherwise specifically agreed, no document or other results generated by Nova may be made available for public distribution or used for marketing purposes.

 

5 Confidentiality and disclosure of information

5.1 Nova provides suitable protection, based on generally accepted legal practice, for the information which you provide to Nova. In some cases, however, Nova is bound by law to disclose such information. In addition, in keeping with generally accepted legal practice, Nova is permitted to disclose this information in certain situations.

5.2 If Nova is handling an assignment for more than one client, Nova is entitled to disclose material and other information provided to Nova by one of the clients to the other clients. In certain instances, Nova is moreover bound by the Swedish Bar Association’s Code of Conduct to disclose such material and information to the other clients.

5.3 If Nova engages or cooperates with other consultants or experts on the assignment, Nova is entitled to disclose such material and other information which Nova deems may be relevant so that the consultant or expert can provide advice or perform other services for you. The same applies to such material and other information which Nova has obtained as a result of the checks carried out by Nova as described in section 2.1.

5.4 If Nova does not charge VAT on its services to you, Nova is bound by law in some cases to inform a competent authority of your VAT number and the value of the services supplied. When you use Nova’s services, you are deemed to have given your consent for Nova to provide this information to an appropriate authority.

5.5 When a matter has become public knowledge, Nova is entitled to provide in its marketing material and on its website information about its involvement in it and about other details of the matter which are already public knowledge.

 

6 Fees and costs

6.1 Nova’s fess are charged according to principles which conform to generally accepted legal practice and are usually established on the basis of numerous factors, such as time spent, the complexity of the assignment, the technical expertise, skill, experience and resources the assignment required, the values which the assignment relates to, any risks for Nova, time pressure andthe achieved results.

6.2 Nova charges for costs incurred over and above the fees. This may apply, for instance, to registration charges, examination costs, costs for other consultants and experts, courier and travel expenses, costs for contract staff, catering, copying, fax and telephone.

6.3 In addition to the fee and costs incurred, value added tax (VAT) applies in cases where Nova is obliged to charge it.

 

7 Invoicing and payment

7.1 Nova generally invoices on a monthly basis. Invoices can either be on account or final. An on-account invoice does not necessarily represent an exact estimate of the amount to be paid for the services provided by Nova. If Nova has issued an on-account invoice to you, the final invoice will represent the total fee for the assignment or part of the assignment, with a deduction for the fee which has been invoiced on account.

7.2 In certain cases, Nova will request payment of the fee and costs in advance. Any amount paid in advance will be deducted from future invoices. The total amount for the services provided and costs may be higher or lower than the amount paid in advance.

7.3 Every invoice specifies a payment due date. The payment due date is normally no earlier than 10 days from the invoice date. In the event of non-payment, late payment interest will be charged based on the interest rate applicable under the Swedish Interest Act from the payment due date until payment is received.

7.4 In court and arbitration proceedings, the losing party may be ordered to pay the winning party’s legal costs (including lawyers’ fees). However, it is rare for all the winning party’s legal costs to be reimbursed. Regardless of whether you are the winning or losing party, you must in all cases pay for the services Nova provided and the costs which Nova incurred in connection with Nova representing you in court or in arbitration proceedings.

7.5 If Nova’s fee and costs are to be funded by you claiming legal expenses insurance, you still need to pay the portion of the fee and costs which exceeds the sum paid under the insurance policy.

7.6 If you ask Nova to send an invoice to someone else, Nova may agree to this only subject to the following conditions: that it is evident that the procedure is not against the law, that the personal identity and other circumstances specified in section 2 have been confirmed for the invoice recipient and that you, if requested by Nova, will pay immediately the amounts which have not been paid by the due date. No client relationship will arise between Nova and the invoice recipient. Nova is entitled to add to the invoice a description of the work carried out.

 

8 Liability and limits of liability

8.1 Nova’s liability for any loss which you may suffer as a result of any defect or neglect or breach of contract committed by Nova is limited on a per assignment basis to 27 million Swedish kronor, in addition to the basic insurance cover which the Swedish Bar Association applies on a mandatory basis.

8.2 Nova will under no circumstances be liable for any loss of production or profit or for any other indirect harm or loss or consequential harm or consequential loss.

8.3 Nova’s liability will be reduced by amounts which you may receive under any insurance policy which you have taken out or which you are otherwise covered by or according to an agreement or a letter of indemnity which you have signed or are a beneficiary of, provided that it is not incompatible with the terms of insurance or terms under the agreement or in the letter of indemnity and that your rights are not infringed under the insurance policy, agreement or letter of indemnity.

8.4 Other consultants and experts will be regarded as independent of Nova, regardless of whether Nova has engaged them or you have contracted them directly. Nova is therefore not liable for other consultants and experts, either for selecting them or for recommending them, or for the advice and other services which they provide. This applies no matter whether they report to Nova or to you.

8.5 If you have agreed to a disclaimer or limit of liability with regard to any other consultant or expert, Nova’s liability will be reduced by the amount which could have been payable to Nova by the consultant or expert if their liability had not been excluded or limited, regardless of whether the consultant or expert would have been capable of paying the amount to Nova or not.

8.6. Nova will not be liable for any loss which occurs due to your use of Nova’s results or advice in any other context or for any purpose other than that for which use was granted. Unless otherwise arising from the provisions in section 8.9, Nova is not liable for harm which has affected a third party due to your use of Nova’s results or advice.

8.7 Provided that the assignment did not specifically relate to tax advice in particular, Nova is not liable for any loss you sustain due to your being subject to paying tax or likely to be subject to paying tax as a consequence of the services provided by Nova.

8.8 Nova is not liable for harm which has occurred as a consequence of circumstances outside Nova’s control, which Nova could not have reasonably expected at the time the assignment was accepted and whose consequences Nova could not have reasonably avoided or overcome either.

8.9 If Nova at your request allows an external person to use the results of Nova’s work or advice, this will not increase Nova’s liability or otherwise have a detrimental effect on Nova. Nova may be held liable for such an external person only to the extent that Nova can be held liable to you. Amounts which Nova may be obliged to pay to such an external person will reduce Nova’s liability correspondingly with regard to you and vice versa. No client relationship will arise between Nova and the external person. As has been stated previously, this also applies in cases where Nova issues, at your request, a certificate, opinion or similar to an external person.

8.10 The limit of liability as described in these terms and conditions or in a separate agreement with you applies to Nova. It also applies in every respect and for the benefit of partners or former partners in Nova, of lawyers and of other persons who work for or are engaged or have been engaged by Nova.

 

9 Complaints and claims procedure

9.1 If you are, for any reason, dissatisfied with Nova’s services and wish to lodge a complaint, Nova requests you to inform the partner responsible for the assignment to this effect as soon as possible. Alternatively, you can contact Nova’s Managing Partner.

9.2 Claims associated with advice provided by Nova must be submitted to Nova’s Managing Partner as soon as you have become aware of the circumstances underlying the claim. Claims may not be submitted later than 180 days after (i) the date of Nova’s last invoice for the assignment to which the claim relates and (ii) the date when the circumstances underlying the claim were made known or could have been made known to you if you had made reasonable inquiries.

9.3 If a client, who is a consumer, is not satisfied with a service provided by Nova, the client has the option to contact the Consumer Disputes Committee of the Swedish Bar Association. Before such action is undertaken, the client shall contact the lawyer to discuss the issue and attempt to reach a consensual solution. The term “consumer” in this context means a natural person who is acting for purposes which fall outside the scope of business or professional activities. More information about the Consumer Disputes Committee and what areas it examines can be found on the Committee’s website at www.advokatsamfundet.se/konsumenttvistnamnden. The Consumer Disputes Committee has the following contact details. Address: Consumer Disputes Committee, The Swedish Bar Association, Box 27321, 102 54 Stockholm, Sweden. Telephone no: +46 (0)8 459 03 00. Email: konsumenttvistnamnden@advokatsamfundet.se/

9.4 If Nova or Nova’s insurer pays you compensation in connection with your claim, you must, as a condition of payment, transfer to Nova or Nova’s insurer the right of redress against third parties by means of subrogation or assignment.

 

10 Liability insurance

10.1 Nova takes out liability insurance policies in addition to the Swedish Bar Association’s mandatory liability insurance.

 

11 Termination of assignment

11.1 You can at any time terminate your cooperation with Nova  by requesting Nova in writing to resign from the assignment. You must in all cases pay for the services supplied by Nova and the costs which Nova incurred prior to the assignment being terminated.

11.2 The law and generally accepted legal practice determine under what circumstances Nova is entitled or is obliged to decline or resign from an assignment. This may be the case, for example, when the client is unable to provide satisfactory identification, when money laundering or terrorist financing is suspected, when there is a conflict of interests, when payment has not been made, when insufficient instructions have been provided or there is no longer any trust between you and Nova. If Nova resigns from the assignment, you must in all cases pay for the services Nova provided and the costs which Nova incurred prior to resignation. The assignment is terminated, under any circumstances, when it has been completed.

 

12 Archiving

12.1 When an assignment has been completed or terminated in some other manner, Nova will archive (at the premises of Nova or a third party, in hard copy or electronic form) substantially all documents and results which have been accumulated and generated during the assignment. The documents and results will be archived during the period required, in Nova’s view, by the nature of the assignment, but never for a shorter period than the time required by law or generally accepted legal practice.

12.2 As Nova is obliged to archive substantially all the documents and results which have been accumulated and generated during the assignment, Nova cannot fulfil a request to restore (without making and keeping a copy) or destroy a document or result before the archiving period has expired. If you should request Nova to empty an electronic folder in Nova’s document management system, Nova will comply with your wish to the extent permitted by law and generally accepted legal practice (but Nova will in these cases retain a hard copy of the documents which are removed or save them on another electronic storage medium) and normally on a chargeable basis if the task is time-consuming.

12.3 Unless Nova specifically agrees otherwise, Nova will return to you all original documents when an assignment has been completed or terminated in another manner. Nova may in all cases retain a copy of the original documents.

 

13 Amendments, precedence and language versions

13.1 If confirmation of the assignment has been provided to you in connection with a specific assignment, the terms and conditions in the confirmation will take precedence over these general terms and conditions if and to the extent the terms are incompatible with each other.

13.2 These general terms and conditions have been drafted in Swedish and English. The Swedish version applies to clients domiciled in Sweden. The English language version applies to other clients.

 

14 Applicable law and settlement of disputes

14.1 These general terms and conditions and (if applicable) the confirmation of the assignment and all issues relating to them, Nova’s assignment and Nova’s services will be governed and interpreted in accordance with Swedish substantive law.

14.2 Any dispute concerning these general terms and conditions, the confirmation of the assignment (if applicable), Nova’s assignment and Nova’s services will be settled definitively by arbitration according to the rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The place of arbitration will be Stockholm. The language which will be used is Swedish unless you and Nova agree to use English instead.

14.3 Arbitration which has been requested with reference to section 14.2 and information which emerges during proceedings, as well as any decision or arbitration reported during proceedings will be subject to confidentiality and may not be disclosed to any third party without the explicit consent of the other party. A party will not in all cases be prevented from disclosing such information in order to retain its right in relation to the other party or to an insurer or if such an obligation applies according to binding law or regulations for issuing or similar bodies.

14.4 Irrespective of what is stated in section 14.2, Nova is entitled to institute legal proceedings with regard to any definite, fixed claim in courts invested with jurisdiction over you or any of your assets.