1.1 These general terms and conditions apply to all services provided by HSA Söderqvist Advokatbyrå KB, org.no 969692-4969, hereinafter referred to as HSA, the law firm, we, us, or our) to clients unless otherwise agreed. Such agreements must be documented in writing.
1.2 By providing us with new or continued instructions, you are deemed to have accepted these terms. Reference to these terms is given, among other things, in the emails we send you during our engagement.
1.3 These terms apply, subject to potential amendments according to section 15 below, to all services provided to you (including services rendered after the initial engagement when these terms were provided to you).
1.4 Besides these general terms, we are obligated to comply with the Swedish Bar Association's Code of Conduct, and corresponding regulations from other relevant bar associations (including the Council of Bars and Law Societies of Europe (CCBE) regarding cross-border assignments within the EEA). Such regulations are referred to below as the Code of Conduct and form an integral part of these general terms and conditions.
2.1 Our advice is tailored to the circumstances of each case, the facts presented, and your instructions. Thus, you can not rely on our advice in relation to any other matter or use it for purposes other than those for which it was given.
2.2 We only provide legal advice regarding Swedish law and are not responsible for advice regarding the effects of or the enforceability of documents that may be subject to or governed by the legislation of any other jurisdiction. We may express opinions on foreign law based on our general experience. We do this only to share our experiences and what we express in these cases does not constitute legal advice that you can rely on. Such advice should be obtained from local lawyers, and we can assist you in accessing qualified legal advice in the relevant jurisdiction.
2.3 Our advice is based on applicable Swedish law at the time it is provided. Unless otherwise specifically agreed, we are not responsible for updating the advice given in light of subsequent legal developments.
3.1 Our fees are determined in accordance with the Code of Conduct and are generally based on factors such as the complexity of the matter, expertise required, resources involved, values concerned, assumed risks, urgency, achieved results, and time spent.
3.2 Upon request, we can provide you with an estimate or agree on a budget or alternative fee arrangement. Any such estimate or arrangement is based on the information we had available at that time and may change.
3.3 In addition to our fees, it is likely that we will incur expenses and disbursements that we expect you to reimburse us for. These may include registration fees, search fees, expert fees, travel expenses as well as fees for hired personnel, courier costs, and certain digital services.
3.4 If we have agreed upon a fixed fee, it takes precedence over sections 3.1 and 3.2 above. Should your actions increase our costs due to non-compliance (e.g., failure to provide timely information), we reserve the right to charge additional fees.
3.5 VAT is added to our fees and expenses when required by law. VAT is charged to clients domiciled outside Sweden but within the EEA unless a VAT number is provided upon request.
3.6 A lawyer may not, for work covered by assignments such as public defender, counsel under the Legal Aid Act, or other legal representation of the client or others, reserve or accept fees or other compensation beyond the remuneration determined by the competent authority, unless otherwise provided by law. We regularly do not act as legal representatives and ask you to specifically note that engagements where legal expenses insurance applies or engagements for, e.g., associations whose members may be awarded compensation for counsel, are not considered engagements as legal representatives. Even in cases where legal expenses insurance or similar applies, we therefore have the right to fees and other compensation for the assignment in accordance with what is stipulated in this Section 3. This means we are not bound by the compensation standards applicable to, e.g., insurance, and you are responsible for payment even for invoice amounts exceeding such compensation decisions. In such cases, we are also not bound by any conditions regarding the right to continuously invoice fees and cost reimbursements related to the assignment.
3.7 In court proceedings and arbitration, the losing party may be ordered to pay the winning party's litigation costs (including attorney fees). However, it is not always the case that all costs incurred by the winning party are or are assessed as recoverable. Nevertheless, the starting point for our engagement, unless otherwise agreed in writing, is to undertake all necessary actions to safeguard your rights, including those that a court or arbitration tribunal may find difficult to assess within the scope of the proceedings. Therefore, whether you are the winning or losing party, you must pay for the services we have performed and for the costs we have incurred in connection with representing you in court proceedings or arbitration.
4.1 We intend to invoice you monthly through so-called partial invoicing unless otherwise is agreed in writing.
4.2 Instead of invoicing work performed during the relevant time period, we may issue a preliminary invoice on account (” à conto") for our fees. In such cases, the final invoice for the assignment will specify the total amount of our fees, from which the previously paid à conto fees are deducted.
4.3 In certain cases, we may request advance payment before we commence our work. Unless otherwise agreed, advance payment means a deposit held by us as security for future payment obligations towards us. The advance payment constitutes client funds.
4.4 We intend to deduct the advance payment only when the assignment has been completed. However, we have the right to continuously apply any advance payments to settle future invoices. An invoice documenting the payment will then simultaneously be issued to you.
4.5 Our total fees for the assignment, as well as the expenses and disbursements we incur, may amount to a sum higher or lower than the advance payment. Since the advance payment is usually requested as security at the start of an assignment, our total fees regularly exceed the advance amount.
4.6 Each invoice indicates its due date. In the event of late payment, statutory interest will be charged from the invoice’s due date until payment is received.
4.7 Upon request, a written account of the work performed in the assignment will be provided. Since our fees are only partially based on the actual time spent, we do not undertake to provide detailed time reports documenting every measure taken or each performed task along with associated time spent.
4.8 Should you have any questions regarding invoices, please contact us as soon as possible.
4.9 If we hold funds on your behalf (due to our fees or any other reason), these will be placed in a separate client funds account. Funds held by us on your behalf may be used to pay outstanding invoices we have issued to you.
5.1 We are obliged to verify our clients' identities and ownership structures and inform ourselves about the matter, and in some cases also the origin of funds and other assets. This must generally take place before we commence our assignment. We may thus request identification documents for you and the persons acting on your behalf and, if you are a legal entity, for the physical persons who ultimately control you (so-called beneficial owners), as well as documentation showing the origin of funds and other assets. We are also required to verify the information provided to us, and for this purpose, we may obtain information from external sources, such as databases. All information and documentation obtained will be retained by us.
5.2 According to law, we are obliged to report suspicions of money laundering or terrorist financing to the relevant authorities. We are legally prohibited from notifying you if such suspicions exist or if such a report has been or may be made. In cases where suspicions of money laundering or terrorist financing exist, we are obliged to decline or withdraw from assignments without providing reasons.
6.1 If you are an issuer subject to an obligation to maintain a so-called insider list according to Article 18 of the EU Market Abuse Regulation (596/2014/EU), and we through our assignment gain access to insider information about you or your financial instruments, we will, provided we are notified as described below, maintain an insider list of the law firm’s employees who have access to such insider information.
6.2 By engaging us, you are deemed to have consented, where applicable, to immediately notify us as soon as you determine that certain information we have access to constitutes insider information concerning financial instruments or related financial derivative instruments issued by you.
6.3 Unless otherwise agreed, we will not, in situations other than those described in section 6.1, maintain a list of our employees who have access to certain information related to your assignment.
6.4 Our list will not contain information about persons other than our employees who have access to insider information.
7.1 You may terminate our assignment at any time by requesting in writing that we no longer represent you. You must, however, continue to pay for the services we have performed and for the expenses and disbursements we have incurred before the termination of the assignment.
7.2 Law and Code of Conduct may specify circumstances under which we have the right or obligation to decline or withdraw from an assignment. This may, for example, be due to unsatisfactory client identification, suspicions of money laundering or terrorist financing, conflicts of interest, non-payment, insufficient instructions, or loss of trust. If we withdraw from an assignment, you must still pay for the services we performed and for expenses and disbursements incurred up until withdrawal. In any case, an assignment ends when we have fulfilled the assignment according to your instructions.
8.1 According to national laws implementing the EU Council Directive 2018/822 ("DAC6"), advisors are required to report certain cross-border arrangements to relevant authorities, provided such information is not subject to attorney-client privilege.
8.2 In accordance with Code of Conduct and section 8.1, we confirm that all information you entrust to us or that we become aware of during the assignment is covered by attorney-client privilege, and we are therefore prevented from reporting such arrangements without your explicit instruction. Due to our confidentiality obligations, we can neither report such arrangements to relevant authorities nor inform other advisors about their reporting obligations, and you are thus responsible for ensuring that you or your other advisors report these arrangements to relevant authorities.
8.3 We are required by law to provide relevant tax authorities with information regarding your VAT registration number and the value of services we have provided to you in certain cases. By engaging us, you are deemed to have consented to our providing such information to tax authorities according to applicable regulations.
9.1 We process personal data within the scope of our business operations and advisory services, e.g., concerning employees of clients and counterparties, representatives of counterparties, persons otherwise affected by the contents of our matters, and persons participating in our seminars and other events or receiving our newsletters. We are the data controllers for our processing and thus responsible for complying with applicable data protection legislation.
9.2 Information on our processing of personal data, on the rights data subjects have in relation to us as the data controller, as well as our contact information for questions regarding personal data processing, is available in "Information about personal data processing" on our website, www.hsa.se.
10.1 We communicate with our clients and other parties involved in assignments in several different ways, such as via the internet, email, and video calls. These are effective means of communication but can involve risks for which we assume no responsibility. If you would prefer not to communicate via the internet, email, or video calls in any assignment, please notify us in writing.
10.2 Our spam and virus filters and other security arrangements may occasionally reject or filter out legitimate emails. Therefore, you should follow up important emails by phone or otherwise confirm that the message has been received.
10.3 To streamline our work processes, we utilize internal and external IT services (e.g., document management systems, process and analysis tools, collaboration platforms, e-signature services, and virtual data rooms). Although we take reasonable measures to ensure that we and the suppliers providing these IT services maintain a high level of information security and availability, there are no guarantees that the services are risk-free. Therefore, we bear no responsibility for damages arising from the use of these services.
11.1 Copyright and other intellectual property rights to the documents and work results we generate for our clients belong to us, but you have the right to use the results for the purposes for which they are provided.
12.1 Our liability for loss or damage caused to you as a result of negligence or other breach of contract on our part is, unless intent or gross negligence exists, limited to SEK 50 million or, if our fees for the relevant assignment are less than SEK one million, SEK five million.
12.2 We accept no liability for indirect or consequential damages affecting you (including loss of profit or synergies). We also accept no liability for losses determined by applying any earnings multiplier or other method used to value a business, asset, or legal entity.
12.3 Our liability towards you shall be reduced by amounts obtainable through insurance you have taken out or that has been taken out for you, or according to agreements or indemnities to which you are a party or beneficiary, unless this is incompatible with your agreement with the insurer or other third party or if your rights towards such insurer or third party are limited due to this.
12.4 Other advisors and experts shall be considered independent from us (regardless of whether we have engaged them or if you have engaged them directly). Consequently, we accept no liability for other advisors and experts, neither for their selection nor for recommending them or for the advice or other services they provide. This applies irrespective of whether they report to us or directly to you.
12.5 If you have accepted a disclaimer or limitation of liability in relation to another advisor or expert, our total liability towards you shall be reduced by the amount we could have recovered from the advisor or expert had their liability not been excluded or limited in this way (regardless of whether the advisor or expert would have had the ability to pay the amount to us).
12.6 We accept no liability for loss or damage arising from your use of our work results or advice in another matter or for a purpose other than that for which it was intended.
12.7 Unless otherwise provided in 12.11, we accept no liability for damage suffered by a third party due to your use of our work results or advice.
12.8 We accept no liability for loss or damage incurred because you have been or risk being charged tax as a consequence of the services we have provided.
12.9 We accept no liability for loss or damage incurred directly or indirectly by our compliance with obligations imposed on us according to Sections 5.1 and 5.2 (as we interpret these).
12.10 We accept no liability for loss or damage arising from circumstances beyond our control, which we reasonably could not have foreseen at the time of accepting the assignment and whose consequences we reasonably could not have avoided or overcome.
12.11 If we, at your written request, permit an external party to rely on our work results or advice, this shall not increase or otherwise adversely affect our liability. We can only be held liable towards such an external party to the same extent as we can be held liable towards you. Any amount we may be liable to pay to an external party due to such liability shall correspondingly reduce our liability towards you and vice versa. No client relationship arises between us and the external party. The aforementioned also applies when we, at your request, issue certificates, statements, or similar to an external party.
13.1 We protect the information you provide to us appropriately and in accordance with Code of Conduct. However, in some cases, we are obligated by law or permitted by Code of Conduct to disclose such information.
13.2 If we have agreed to carry out an assignment for several clients, we may disclose material and other information provided by one client to the other clients. In some cases, we also have an obligation to share such material and information with the other clients.
13.3 If we engage or collaborate with other advisors or experts within the scope of an assignment, we may disclose the material and information we deem relevant for them to provide advice or perform other services for you. The same applies to material and information obtained as a result of the checks and verifications performed by us according to Section 6.1.
13.4 If we do not charge VAT for the services provided, we may, by law, be required to report to the tax authorities your VAT number and the value of the services delivered.
13.5 When a particular matter becomes publicly known, you acknowledge our right to disclose our involvement on your behalf. However, such information will only contain details about the matter that are already publicly known.
13.6 Notwithstanding the above, we have the right to use information that would otherwise have been confidential to defend ourselves in disputes with you regarding fees, damages, or similar.
14.1 If we instruct, engage, and/or work with other advisors, these advisors shall be considered independent of us, and we assume no responsibility for recommending them to you or for the advice they provide unless explicitly agreed otherwise. This applies regardless of whether the advisor has given advice directly to you or through us. Nor do we take responsibility for fees or costs charged by such advisors, regardless of whether these are paid by us and invoiced to you as disbursements or forwarded to you for payment. Instructing advisors includes the authority to accept, on your behalf, a limitation of liability between you and such advisor.
14.2 When instructing other advisors, we can, upon your request, obtain fee quotes from them and/or negotiate fees with them. Even though we can assist you in discussions with other advisors, we take no responsibility for such quotes and/or agreements.
14.3 If another advisor's liability towards you is more limited than our liability, any liability we have towards you due to our joint liability with the other advisor shall be reduced by the compensation we could have recovered from the advisor if their liability towards you had not been limited in that way (regardless of whether the other advisor could have paid the compensation to us).
15.1 These terms may be amended by us from time to time. The latest version is always available on our website, www.hsa.se. Amendments to these terms apply only to assignments initiated after the amended version has been published on our website.
16.1 We wish to ensure that you are satisfied with our services and that they meet your expectations. If, for any reason, you are dissatisfied or have complaints, please notify us. Alternatively, you may also contact our managing partner at info@hsa.se. Upon your request, the managing partner will investigate your complaint and attempt to answer any questions you may have.
16.2 Claims related to advice we have provided must be submitted to the managing partner as described above as soon as you become aware of the circumstances on which the claim is based. Claims may not be submitted later than three months after the day you became aware of, or after reasonable investigation should have become aware of, the relevant circumstances. If a claim is not submitted within this timeframe, you lose your right to assert the claim.
16.3 If your claim against us is based on a claim made by a third party, tax authority, or other authority against you, we shall have the right to respond, settle, and compromise the claim on your behalf, provided we indemnify you. If you settle, compromise, or otherwise take action regarding such a claim without our consent, we shall have no responsibility for the claim.
16.4 If we or our insurers pay compensation to you due to your claim, as a condition of payment, you shall transfer to us or our insurers any existing right of recourse against third parties by assignment or subrogation.
17.1 These general terms and conditions, any engagement letters from us to you, and all matters arising from these, our assignment and our services shall be governed by and interpreted according to Swedish substantive law.
17.2 Disputes arising from these general terms, any engagement letters from us to you, our assignment or our services shall be finally resolved by arbitration under the Arbitration Rules of the SCC Arbitration Institute. The seat of arbitration shall be Stockholm, Sweden. The Swedish language shall be used for the proceedings unless we agree with you to use English instead.
17.3 Arbitration proceedings and all information disclosed or exchanged during the proceedings, as well as any decisions or awards issued, shall be treated confidentially and must not be disclosed to third parties without the explicit consent of the opposing party. However, a party is not prevented from disclosing such information to safeguard their rights in relation to the other party or an insurer, or if the party is obligated to disclose information according to mandatory law, regulations, or stock exchange rules.
17.4 Notwithstanding the above, we have the right to initiate proceedings regarding overdue claims before any court that has jurisdiction over you or any of your assets.
18 Swedish Bar Association’s Consumer Disputes Board
18.1 Consumer clients may resolve fee disputes via the Swedish Bar Association's Consumer Disputes Board.