Terms and Conditions
1. Introduction. These general terms and conditions apply to all work and services
provided by Jonas Ingvarson AB, reg.no 559326-7908 (“Ingvarson”). By
engaging Ingvarson, you accept these general terms and conditions, which, in
addition to any engagement letter or similar, therefore shall be regarded as an
integral part of any contractual relationship with Ingvarson.
2. Performance of engagements. Ingvarson’s advisory services relate solely to Swedish law and Ingvarson
only gives advice in respect of and based on Swedish law. Any views expressed
by Ingvarson regarding laws of other jurisdictions based on our general
experience shall not be deemed to constitute legal advice. Engagements are
performed by Ingvarson and individual partners, employees or consultants shall
not be personally liable for the performance of engagements, regardless of
whether the assignment was given with an express or implied intention that the
engagement shall be carried out by a specific individual. Any deviations from
these general terms and conditions shall be valid only where agreed upon in
writing. The advice we provide is specific to the engagement in question.
Accordingly, the client is not entitled to use – and also may not rely on –
such advice in any other context or for any other purpose than the specific
engagement for which it was intended. Unless otherwise has been specifically
agreed, Ingvarson does not undertake to update the advice given due to changes
in applicable laws or case law. Engagements performed by Ingvarson do not cover
tax matters or potential tax consequences of actions considered or advised to
be carried out, and the client is encouraged to retain separate tax expertise
for assessment of any tax matters. Nor do engagements performed by Ingvarson
cover financial, commercial or any other advice than legal advice relating to
Swedish law.
3. Identity verification. Ingvarson is obliged to verify our clients’ identity, ownership structure and
the origin of funds. We are also obliged to report to the relevant authority
suspicions of money laundering or terrorist financing. We are precluded from
informing you of the existence of suspicions and of whether the above-stated
reporting has taken place, or will take place. In those cases where suspicion of
money laundering or terrorist financing exists, we are obliged to decline or
withdraw from the engagement. In certain cases, we are also obliged to provide
information to the tax authorities regarding your VAT registration number and
the value of the services we have provided to you. Ingvarson shall not be
liable for any loss incurred by you, whether directly or indirectly, as a
consequence of our compliance with the above stated obligations.
4. Confidentiality. Ingvarson will not disclose to any third party circumstances which are
not public, unless such disclosure constitutes part of the performance of the
engagement, or following your consent. Unless otherwise instructed by you,
following completion of an engagement we shall be entitled, for marketing purposes,
to provide information regarding the assistance we have provided. Other than
information regarding of our assistance, such information may only contain
details regarding the engagement which are already in the public domain or to
the disclosure of which you have otherwise granted your consent. In the event
we retain or cooperate with other advisers or consultants within the scope of
an engagement, unless otherwise instructed in writing by you we shall be
entitled to disclose such material and such information as we deem relevant.
5. Remuneration and payment. Unless otherwise has been agreed in writing, Ingvarson’s compensation is
charged in accordance with its from time to time applicable price list. Unless
otherwise agreed upon, we will charge and invoice our work on current account
with the minimum time unit of 15 minutes. Alternative remuneration models may
be agreed upon with the client. Out-of-pocket expenses and costs for travel,
etc. are charged to the client. All information regarding remuneration is
stated exclusive of value added tax. Any cost estimates for specific
assignments or similar are not binding unless specifically agreed in writing,
and Ingvarson may alter provided cost estimates. Ingvarson may in its
discretion request payment in advance (on account). Ingvarson invoices clients
monthly in arrears. Unless otherwise has been agreed, the client shall pay
invoices within 30 days of the invoice date. In the case of late payment,
penalty interest on arrears is charged according to law. Irrespective of the
terms and conditions of any legal aid insurance or insurance company decision,
the client shall be obliged to make payment in full of any remuneration owed to
Ingvarson.
6. External advisers. In the event Ingvarson instructs, retains and/or works together with
other advisers, such advisers shall be independent of Ingvarson. Ingvarson assumes
no liability for having recommended them or for the advice provided by them,
irrespective of whether such advice is conveyed to the client by Ingvarson. A
different arrangement may be agreed upon in individual cases. The client is
solely responsible for remuneration or costs charged by other advisers,
irrespective of whether such are paid by Ingvarson and debited to the client as
out-of-pocket expenses, or whether such billing for remuneration and costs is
forwarded to the client for payment. When instructing other advisers we can, at
your request, obtain offers from such advisers. Notwithstanding that we can
assist you in discussions with other advisers, we assume no liability
whatsoever in respect of such offers or agreements.
7. Intellectual property rights. Copyright and other intellectual property rights to the results of the
advice provided by Ingvarson remain the sole property of Ingvarson and are not
assigned to the client. However, the client is granted a non-exclusive right to
use the results of Ingvarson’s advice for the purposes for which the advice was
provided. Ingvarson does not have the right to use the results of the given
advice for other clients and assignments, unless such results have been made
unidentifiable in accordance with the confidentiality undertakings in these general
terms and conditions.
8. Limitation of liability. Ingvarson shall be liable for loss incurred by the client as a
consequence of Ingvarson’s error or negligence in the performance of an
engagement. The total liability in damages is limited to SEK 5 million; where Ingvarson’s
remuneration in the relevant engagement is less than SEK 2 million, the
total liability in damages shall be limited to SEK 1 million. For engagements
relating to the United States or Canada, Ingvarson’s liability shall,
notwithstanding the foregoing, be limited to an amount equal to 100 per cent of
Ingvarson’s remuneration for the relevant engagement. Ingvarson’s liability
shall at all times be reduced by any amount which the client may receive under
any insurance policy, agreement or indemnification commitment. In the event Ingvarson
discontinues the performance of an engagement or its relationship with you due
to circumstances attributable to you, or due to any obligation under law or
binding government regulations, Ingvarson shall not be liable for any loss
resulting from such discontinuation. Ingvarson shall not be liable for loss
incurred due to the client having used the results of our advice in any other
context or for any other purpose than the context or purpose for which the
advice was given. Ingvarson shall not be liable for loss incurred by any third
party as a consequence of the client or any third party having used advice
provided by Ingvarson, or for the use of the result of our engagement in any
other context or for any other purpose than for that which it was given. Ingvarson
shall in no event be liable for indirect or consequential loss (including, but
not limited to, reduction or loss of production, turnover or profit, absence of
anticipated economies or similar) regardless of whether or not the damage was
difficult to predict. Ingvarson does 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 the consequences of which we could not reasonably have avoided or overcome.
The limitations of liability in the general terms and conditions shall apply,
where appropriate, also to the benefit of individual partners, employees and
consultants at Ingvarson.
9. Communication. In the event you have special wishes regarding means communication, you
must inform us thereof in writing. We normally use e-mail and telephone as our
main means of communication. This is associated with certain risks, by example
from a security and confidentiality perspective. In the event any written
message is of particular urgency, the e-mail sent shall be followed up by a
phone call.
10. Complaints. You are required to immediately notify Ingvarson in the event you do not
consider that the engagement has been performed well. Any claims against Kahn
Pedersen must be presented not later than within two (2) months after the
earlier of (i) Ingvarson’s most recent invoice in the engagement or (ii) the
date the circumstances giving rise to the claim became known or could have
become known after reasonable investigations.
11. Market Abuse Regulation. In the event Ingvarson’s engagement implies the communication of inside
information, the client shall notify Ingvarson thereof in accordance with
applicable laws. Ingvarson does not undertake to maintain any insider list for
purposes of compliance with the EU Market Abuse Regulation unless specifically
instructed in writing to do so.
12. Personal data. Ingvarson is controller of the personal data that occurs within the
engagement. Ingvarson’s processing of personal data is described in Ingvarson’s
from time to time applicable privacy policy, available on Ingvarson’s website, www.ingv.se. Personal data provided or obtained
in connection with engagements is processed for the purposes of performing the
engagement. The client undertakes to ensure that registered individuals are informed
of – and, where appropriate, have consented to – the processing of their
personal data carried out by Ingvarson.
13. Governing law and dispute resolution. These general terms and conditions, engagement confirmations, and all
other matters attributable to Ingvarson’s engagement(s) are governed by and will
be construed in accordance with Swedish substantive laws, without reference to
any rules or principles on conflicts of laws. Any dispute, controversy or claim arising out of or in connection with
these general terms and conditions, Ingvarson’s engagement letter, Ingvarson’s
engagement or advice, or the breach, termination or invalidity thereof, shall
be finally settled by arbitration administered by the Arbitration Institute of
the Stockholm Chamber of Commerce (the “SCC”). The Rules for Expedited Arbitrations
shall apply, unless the SCC in its discretion determines, taking into account
the complexity of the case, the amount in dispute and other circumstances, that
the Arbitration Rules shall apply. In the latter case, the SCC shall also
decide whether the Arbitral Tribunal shall be composed of one or three
arbitrators. The place of arbitration shall be Stockholm. The language to be
used in the arbitral proceedings shall be Swedish. Arbitral proceedings conducted 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 and may not be
disclosed to a third party without the express consent of the other party.
Notwithstanding the foregoing, no party shall be prevented from disclosing such
confidential information in order to preserve its rights against the other
party, or which a party is required to disclose under mandatory law. Notwithstanding anything above in this section, Ingvarson shall always be
entitled to commence proceedings for the payment of any amount due in respect
of the engagement or otherwise in any court or authority (for example the
Swedish Enforcement Authority) having jurisdiction over you or any of your
assets. Such debt collection measures cannot be taken without disclosing your
client relationship with Ingvarson.
14. Amendment of these general terms and conditions. These general terms and conditions may be amended from time to time. The
most recent version of the general terms and conditions is always available on Ingvarson’s
website, www.ingv.se. Amendments become effective immediately upon publication on
the website.