1. Introduction and scope of the assignment
1.1 These general terms and conditions apply to all advice and other services provided by us, Alex AB (publ), to you, our clients. For a specific assignment for you (the "assignment"), these general terms and conditions apply with any additions and amendments specified in our assignment confirmation or in a written agreement referring to them. These terms and conditions do not apply to advisory meetings in the aLex app. To read more about the general terms and conditions for advisory meetings in the aLex app, you can find them under 'my account' in the app while logged in.
All aspects and issues within a matter shall be considered a single assignment, even if handled by multiple individuals/groups within Alex AB (publ) or if separate invoices are issued.
1.2 The scope of the assignment - which may be changed later - is specified in the assignment confirmation or agreement or otherwise agreed with you at the start of the assignment (we always provide a written assignment confirmation at your request). Within this framework, we undertake to make every reasonable effort to assist you effectively and provide high-quality work results and advice in a timely manner.
1.3 We are obliged to comply with various rules and laws, including those regarding measures against money laundering, handling of insider information, and limitations on trading in financial instruments.
1.4 Our work results and advice are tailored to the circumstances of the specific assignment, the facts presented to us, and the instructions you provide. Therefore, you cannot rely on them in another assignment or use them for a purpose other than the assignment and purpose for which they were provided.
1.5 Our advice never guarantees a specific outcome.
1.6 Unless otherwise agreed, the information contained in draft versions of our documents is preliminary only, and the applicable information is stated in the wording of our final versions of such documents.
1.7 Unless otherwise agreed, our advice in the assignment does not cover possible tax consequences.
1.8 We only provide advice based on the legal situation in Sweden. Based on our general experience of other jurisdictions, we may express opinions on the legal situation in other jurisdictions. However, we do this solely to share our experience and it does not constitute legal advice. However, we are happy to assist you in obtaining necessary advice from lawyers in the relevant jurisdiction.
1.9 While it is our policy to, in some cases on a general basis (such as through newsletters), inform about developments in the legal field, our work results and advice in a specific assignment are based on the legal situation at the time they are provided. Unless otherwise agreed, we do not undertake to update them in light of subsequent changes in the legal situation.
2. Identity verification; suspicion of money laundering or terrorism financing
2.1 According to the law, we are required to verify the identity and ownership relationships of the client and certain entities associated with the client, and maintain satisfactory evidence of this. Therefore, we may ask you to provide us with identity documents and other information. New clients may also be asked for references.
2.2 According to the law, we are obligated to report suspicions of money laundering or terrorism financing to the Financial Intelligence Unit. We are legally prevented from notifying you that such suspicions exist and that such a report has been made or may be made.
3. Declaration of VAT number
When we provide services without VAT to a client in another EU country, meaning that we are not required to charge Swedish VAT, we are legally obligated to provide the client's VAT number and the value of the services provided to the Swedish Tax Agency in a periodic summary.
If you object to us doing so, we are unable to assist you.
4. Conflicts of Interest and Confidentiality
4.1 All non-public information that we receive from you in connection with our work, or about you or your business or other business matters, will be treated as strictly confidential. We will not disclose such information to anyone, except in accordance with your instructions, applicable law, or a court order or decision. However, if we engage or collaborate with another advisor or professional in the assignment, we have the right to disclose such information that we believe may be relevant for that person to provide advice or other services to you.
6. Communication
6.1 If you have not provided us with alternative instructions, we may communicate with you via email and the Internet, even if there are risks in terms of security and confidentiality. We do not accept responsibility for any damages that may arise from such communication.
6.2 Our spam and virus filters and other security arrangements may sometimes reject or filter legitimate emails. Therefore, you should follow up important emails to us by phone or through other appropriate means.
7. Intellectual Property Rights
The copyright and other intellectual property rights to our work products and advice belong to us, but you have the right to use them for the purposes for which they were provided to you. Unless otherwise agreed, documents or other work products generated by us may not be publicly distributed or used for marketing purposes.
8. Mission Reference
When a mission becomes widely known, we are allowed to provide brief information about our participation in the mission and other publicly known details, for example by referencing the mission in quotations. However, if we have reason to believe that you will react negatively, we will request your consent before providing such information.
9. Debriefing
In order to ensure that we maintain the highest possible quality of our services, we would appreciate it if you could participate in a debriefing with us after the completion of the assignment.
10. Fee
10.1 For our work, we are entitled to reasonable compensation, determined as follows, plus applicable value added tax.
10.2 If we have not agreed otherwise, our fee will be determined taking into account the scope of the assignment, its nature, complexity and importance, as well as the skill of the handlers, the results of the work and other such circumstances. As a guideline, we internally establish an hourly rate tariff for each lawyer based on their knowledge, skill and experience. We revise our tariffs annually.
10.3 Upon your request, we can provide you with an estimate of our fee for the assignment and keep you informed about the accumulated fee. Such an estimate is based on the information available to us at the time of the estimate and is not a fixed price offer.
10.4 Upon your request, depending on the nature of the assignment, we can also agree on a fixed fee, fee cap or other fee arrangement.
11. Expenses
In connection with our work, we have the right to incur expenses related to the assignment, such as registration fees, translation, courier, travel, accommodation, or other advisors. We will consult with you before incurring any significant such expenses. In addition to our fees, we are entitled to reimbursement for all reasonable and verified assignment-related expenses. We do not add any markup to such expenses when invoicing them to you except for applicable value-added tax.
12. Invoicing and more
12.1 We invoice you as a client - through partial invoicing or invoicing à conto - usually on a monthly basis.
12.2 Partial invoice refers to the final fee for our work related to the current period. À conto invoicing refers to a preliminary fee, without a defined connection to a specific part of our work. The final settlement is made through a final invoice when invoicing à conto.
12.3 Our invoices are due for payment 15 days from the invoice date (or the date specified in the invoice). In case of late payment, we charge interest on arrears from the due date until payment is received in accordance with the provisions of the Interest Act (1975:635).
12.4 If you ask us to address an invoice to someone else, we may only do so if it is obvious that it does not violate the law, that necessary identity verification, etc. has been done (see section 2.1), and you, if we so request, immediately pay the amounts that have not been paid on the due date. There is no client relationship between us and the invoice recipient.
13. Advance Payment
13.1 We may request advance payment before performing work for you or incurring expenses on your behalf. Such a request is not an estimate (or limitation) of our fees or costs.
13.2 Advance funds are deposited into a client trust account separate from our own funds and are handled in accordance with good practice. We may use such funds to pay our invoices (but this does not affect your right to raise objections against these invoices), provided that we have not received the advance for any other specific purpose.
14. Responsibility for legal costs, legal protection insurance, etc.
14.1 If the assignment concerns a dispute, the losing party may be ordered to pay - in whole or in part - the winning party's legal costs (including fees for legal representation). Whether you are the winning or losing party, you must pay for our work and expenses in accordance with these general terms and conditions.
14.2 If the assignment concerns a dispute, your possible legal protection insurance may cover some of your and your opponent's costs. Regardless of the terms of the insurance, you must pay for our work and expenses in accordance with these general terms and conditions.
15. Other advisors and professionals
15.1 The assignment may require the assistance of other advisors or professionals. Upon your request, we are happy to assist you in identifying, contracting, informing, or instructing such advisors and professionals.
15.2 A power of attorney from you authorizing us to contract or instruct such other advisors or professionals implies our authority to accept a limitation of their liability on your behalf.
15.3 All of your other advisors and professionals (whether identified, contracted, informed, or instructed through us) shall be deemed independent from us. We assume no responsibility for such other advisors and professionals, either for their selection or for our recommendation of them, or for their advice or other services (whether they report to us or their advice and other services are forwarded to you through us). It is your responsibility, and not ours, to pay the fees and costs of such other advisors and professionals (whether invoiced to us or to you). Their invoices will normally be addressed directly to you.
16. Contacts at the agency; complaint and claim procedure
16.1 Lawyers will be appointed as client responsible and your primary contact person at the agency.
16.2 If you have any comments on how we handle the assignment, it is important for us to know. In the first instance, you should contact the case or client responsible. You can also contact Chief Legal Counsel Anita Fink Knudsen anita.fink.knudsen@alexapp.se or Alex AB (publ) CEO Carmen Elfgren carmen.elfgren@alexapp.se.
16.3 Claims against us must be made in writing to CEO Carmen Elfgren as soon as you have received or should have received knowledge of the circumstances on which the claim is based. Claims based on tax or other government claims against you may not be made later than three months after the day such claim was made against you. Claims which in other cases are based on circumstances that were not known to you or could have been known to you if you had conducted reasonable investigations, may not be made later than three months after the day the circumstances became known to you or could have become known to you if you had conducted reasonable investigations. Other claims may not be made later than 12 months after the day of our last invoice relating to the assignment to which the claim relates. In any case, you must bring an action against us within three years from the day of our last invoice relating to the assignment to which the claim relates. If the deadlines above are not met, you will lose the right to any compensation.
16.4 If your claim is based on tax or other government or third party claims against you, we or our insurers shall have the right to respond to, settle and compromise the claim on your behalf, provided that we - taking into account the limitations of liability set out in these general terms and conditions or otherwise applicable to the assignment - indemnify you. If you respond to, settle, compromise or otherwise take action regarding such claim without our consent, we shall have no liability for the claim.
16.5 If we or our insurers pay compensation to you in connection with your claim, as a condition for payment, you must transfer to us or our insurers the right to recourse against a third party by subrogation or assignment.
17. Limitation of liability
17.1 Your contract in the assignment is with Alex AB (publ) only and not with any individual or legal person connected to Alex AB (publ), even if your express or implied intention is for the work to be carried out by specific individuals. Unless otherwise provided by mandatory law, no individual or legal person connected to Alex AB (publ) (e.g. shareholders, partners or employees) shall have any individual liability towards you, and these general terms and conditions (including the limitations of liability set forth therein) shall apply for the benefit of all such individuals and legal persons.
17.2 Unless agreed otherwise, we are not liable to you for the completeness or accuracy of the information provided by you or others in connection with our work, nor for any loss or damage arising from misleading or incorrect information or negligence by anyone other than ourselves, shareholders or personnel.
17.3 We are not liable to you for any loss or damage arising from circumstances beyond our control that we could not have reasonably anticipated at the time of accepting the assignment and that we could not reasonably have avoided or overcome.
17.4 We are not liable to you for any loss or damage arising from your use of our work results or advice in any other context or for any other purpose than for which they were given.
17.5 Unless the assignment specifically includes tax advice, we are not liable to you for any loss or damage arising from you, as a consequence of our work results or advice, being liable to or at risk of being subject to taxes or tax penalties.
17.6 Our liability towards you shall be reduced by amounts you may receive under any insurance you have taken out or are otherwise covered by or by any agreement or indemnity you have entered into or are a beneficiary of.
17.7 If several advisors are liable for the same loss or damage, our liability shall be limited to the proportion of the loss or damage that is in relation to the total loss or damage in the same way as our fee is in relation to the fees of all responsible advisors combined.
17.8 If the liability of another advisor towards you is more limited than our liability, any liability we may have towards you as a result of our joint and several liability with that other advisor shall be reduced by the compensation we could have recovered from that advisor if their liability towards you had not been limited in that way (and regardless of whether the other advisor could have paid the compensation to us).
17.9 Unless otherwise provided in this clause 17.9, we are not liable to any third party for any loss or damage arising from your or a third party's use of our work results or advice. If we, at your request, grant a third party the right to rely on our work results or advice or if we, at your request, issue a certificate or opinion or similar to a third party, this shall not increase or otherwise affect our liability to your disadvantage. Accordingly, we can only be held liable to such third party to the extent that we can be held liable to you. Amounts we may become liable to pay to such third party shall reduce our liability towards you in the same proportion and vice versa. No client relationship is established between us and such third party.
18. Liability Insurance
We maintain customized liability insurance for our business with If Försäkringar.
19. Termination and Departure
You have the right to terminate our assignment at any time. Applicable law determines the cases in which we have the right or obligation to leave the assignment. Upon termination or our departure, you must pay for our work and the expenses we have incurred up to the date of termination of the assignment or our departure in accordance with these general terms and conditions.
20. Changes
We may make changes to these terms and conditions from time to time. The latest version is always published on our website; www.alexapp.se, and provided to you upon request. Changes only apply in relation to assignments that are started after the revised version is published on our website.
21. Personal Data
As part of our business, we may process personal data, which is done in accordance with our current privacy policy that can be found on our website.
22. Language Versions
These general terms and conditions are available in a Swedish and an English version. For clients domiciled or residing in Sweden, the Swedish version applies. For all other clients, the English version applies.
23. Dispute resolution
23.1 Except as provided in section 22.2, any dispute arising out of these general terms and conditions, the assignment, or our work results or advice shall be finally settled by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce (see the institute's website, www.sccinstitute.com, for the current rules, etc.). The seat of arbitration shall be Stockholm.
23.2 We always have the right to collect our overdue claims from you by applying for a payment order or in a general court. We have the right to initiate legal proceedings against you either at the court where you have your registered office or domicile, or at the Stockholm District Court, Sweden.
24. Applicable Law
These general terms and any issues arising from them, the assignment, or our work products or advice shall be governed by and interpreted in accordance with Swedish law.
