Unless otherwise agreed, these general terms and conditions will apply to all services and advice provided by Qap Legal Advisors AB or entities directly or indirectly owned or managed by Qap Legal Advisors AB (together “QAP”, “we”, “us” or “our”) in respect of an engagement (“Engagement”).
We are subject to the relevant Codes of Conduct in the jurisdictions where QAP provides legal services.
A company is only as good as its team and we believe that close and continuing personal relationships play an important part in providing our services. One of our partners will therefore be designated as your client relationship partner and will be responsible for our services to you. One or more additional contact persons may also be designated.
We are dedicated to providing value-creating and pragmatic legal advice and our advice provided to you will always be tailored to the circumstances in the particular matter, the facts presented to us, as well as your ongoing instructions. Accordingly, the advice may not be relied upon any other matter or used for any other purpose than for which it was given.
Our advice in a particular matter does not include advice on potential tax consequences. Neither do we provide financial or accounting advice or advice on the merits of an investment or a transaction nor do we provide recommendations from a commercial perspective as to whether or not you should consummate a particular investment or transaction.
We are advising and acting at all times in respect of Swedish law only and are not responsible for advising you as to the effect or enforceability of any documents or matters which may be subject to or governed by the laws of any other jurisdiction. Based on our general experience in dealing with other jurisdictions, we may express views on legal issues in another jurisdiction. Such views are merely intended to provide the benefit of our experience and does not constitute legal advice. Such legal advice must instead be obtained from lawyers qualified in the relevant jurisdiction and we are of course willing to assist you in obtaining the necessary advice from lawyers qualified in the relevant jurisdiction.
Our advice is given to you on the basis of Swedish law as at the date of the advice. Unless specifically agreed with you, we do not undertake to update the advice we have given in view of subsequent legal developments.
We pride ourselves on providing our clients with tailored and flexible billing structures and are always open to discussing a suitable setup with you. Unless specifically agreed, our fees are based on time required and the amount of work, the complexity and urgency of the matter, the qualifications, the risk assumed (if any) by us, the experience and resources required, and the result achieved.
In addition to our fees, certain expenses and other charges due to the Engagement may be added to our invoices. Such expenses and charges may include any (i) governmental or registration fees, (ii) if applicable and agreed, fees or other billings of other law firms, notaries and third-party advisors and experts, (iii) travel costs, (iv) costs for couriers or postal service, advertising, translations and extensive printing provided by an external supplier, and (v) other similar costs. All fees are subject to VAT, if any.
Unless otherwise agreed, we send invoices on a monthly basis by distributing the invoice either by e-mail or by post.
In certain cases, we may request a retainer before we commence the Engagement. The retainer will be used to settle future invoices. Our total fee for the Engagement may be higher or lower than such retainer.
Unless otherwise agreed, invoices are due for payment within fifteen (15) days from the date of invoice. We may charge interest on any overdue amount in accordance with the Swedish Interest Act (Sw. räntelagen (1975:635)) from the due date until receipt of payment.
Before accepting an Engagement, internal procedures are applied to ensure that there is no conflict of interest involved in accepting the Engagement.
We are under a legal obligation to verify the identity of our clients and their ownership structure as well as to seek information about the matter and in certain instances the origin of funds and other assets, before our work commences.
We are required by law to disclose suspicions of money laundering or terrorism financing to the proper authorities. We are not permitted to inform you if we have suspicions or if we have made or are contemplating making disclosures to the proper authorities. In case of any suspicions of money laundering or terrorism financing we are required to decline or withdraw from the Engagement without disclosing the reasons thereto.
We do not accept any liability for any loss or damage following directly or indirectly from our compliance with our duties (as we understand them) outlined above.
We are the data controller of personal data provided and obtained in conjunction with an Engagement. We may also obtain personal data by extracting information from private or public registers. All processing of personal data is carried out in accordance with current data protection legislation.
We communicate with our clients and other parties involved in an Engagement in various of ways, including the via the internet, by e-mail and other digital tools as available from time to time. While these are effective means of communication, they contain security and confidentiality risks and we do not accept any responsibility or liability for any loss or damage suffered as a result thereof.
We will protect the information you disclose to us in an appropriate manner and in accordance with the relevant practices, rules and regulations.
Where we agree to carry out an Engagement for more than one client, we retain the right to disclose information received from one client in such Engagement to the other client.
If you permit us to engage or liaise with other advisers or professionals during the course of an Engagement, we may communicate to them all information that we believe may be relevant to assist them in advising or carrying out their work for you, including information collected in accordance with section 7 above.
Copyright and any other intellectual property rights in all work results that we generate for clients vest in us, although you have the right to use the results for the purposes for which they are provided. Unless otherwise agreed, no document or other work result generated by us may be generally distributed or used for marketing purposes.
We will always maintain a professional indemnity insurance.
Your relationship is with QAP alone and not with any other entity or individual affiliated with QAP (even if your express or implied intention is that the services be carried out by specific individual(s) or such other entities). Hence, no such party (be it an entity or an individual) other than QAP shall have any liability for services and advice provided, except as may be provided under mandatory law.
Other advisers and professionals shall be deemed independent of us (irrespective of whether we have engaged them or if you have engaged them directly). Hence, we assume no liability for other advisers or professionals.
Our liability for any loss or damage suffered by you as a result of negligence or other breach of contract on our part shall in respect of each Engagement be limited to the sum of SEK five (5) million.
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.
If you have accepted any exclusion or limitation of liability from any other adviser or professional, our total liability to you shall be reduced by the amount of the contribution that we could have been able to recover from that adviser or professional if its liability to you had not been so excluded or limited.
Unless specifically agreed with us you are not entitled to use our work products or advice for any other purpose or in any other context than for which it was provided. If we so specifically agree we shall not have any liability for any loss or damage suffered as a result thereof.
Unless the Engagement specifically and expressly included the rendering of tax advice, we will not assume any liability for loss or damage suffered by means of tax being imposed or the risk of tax being imposed on you as a result of our services.
We will not accept any liability for any loss or damage suffered as a result of events beyond our control, which events we reasonably could not have anticipated at the time we accepted the engagement and whose consequences we could not reasonably have avoided or overcome.
If, at your request, we agree that a third party may rely on our work products or advice, this will not increase or otherwise affect our liability to our disadvantage, and we can only be held liable to such third party to the extent we can be liable to you. Any amount payable to a third party as a result of such liability will reduce our liability to you correspondingly and vice versa. No client relationship with such third party is assumed. The aforesaid also applies if, at your request, we issue certificates, opinions or the like to a third party.
We strive to ensure your complete satisfaction with our services but if, for any reason, you are dissatisfied with our services or have a complaint, please notify the client relationship partner or other contact person as soon as possible so that we may investigate the complaint.
Claims shall be submitted in writing as soon as you have become aware of the circumstances giving rise to the claim. No claim may be made later than one (1) year after the later of (i) the date the last invoice was issued for the Engagement to which the claim refers and (ii) the date the circumstances giving rise to the claim became known or could have become known to you after reasonable investigations.
If your claim is based on a claim against you by an authority or other third party, we or our insurers shall be entitled to meet, settle and compromise such claim on your behalf, provided that – taking into consideration the limitations of liability in these general terms and conditions and any engagement letter – you are indemnified by us. If you meet, settle, compromise or otherwise take any action in relation to such claim without our consent, we will not accept any liability for such claim.
If we or our insurers in respect of a claim reimburse you, 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.
Unless you have instructed us otherwise, once the Engagement has been completed and has become publicly known we may disclose our involvement as legal advisors on your behalf in respect of the Engagement.
Both you and, subject to the relevant Code of Conduct, QAP may terminate the Engagement at any time. For our part this may, for instance, be the case in event of inadequate client identification, suspicion of money laundering or terrorism financing, conflict of interest, failure to make payments, failure to supply adequate instructions or lack of confidence or trust. In case of termination by either party, you agree to pay any and all fees and expenses for services provided prior to the date of termination.
Our client relationship in respect of the Engagement terminates at the time where the final invoice for our services is issued or when you terminate the Engagement.
Any original documents are usually delivered to you in connection with the completion of an Engagement.
These general terms and conditions may be amended by us from time to time. The latest version will always be available on our website: www.qaplegal.com. Amendments to these terms and conditions will become effective only in relation to Engagements begun after the amended version is posted on our website. A copy of the latest version of these general terms and conditions will be sent to you on request.
These general terms and conditions and any engagement letter, and all issues in connection with any of them or our Engagement shall be governed by and construed in accordance with substantive Swedish law, without respect to conflict of law principles.
Any dispute, controversy or claim arising out of or in connection with these general terms and conditions or any engagement letter, or the breach, termination or invalidity thereof, or regarding our Engagement or 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. Unless otherwise agreed between us, the language to be used in the arbitral proceedings shall be Swedish.
All arbitral proceedings conducted in accordance with clause 18.2 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 kept strictly confidential. Such information, decision or award 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 clause 18.2, QAP shall be entitled to commence proceedings for the payment of any due and disputed or undisputed amount in any court with jurisdiction over you or any of your assets.