General terms and conditions for Independia Law Firm AB
These general terms and conditions apply to all assignments that Independia Law Firm AB performs. By hiring Independia Law Firm AB, you are considered to have agreed to these general terms and conditions. We may change these Terms and Conditions from time to time. The latest version is always available on our website, www.independialaw.com.Changes to the terms and conditions apply to the assignments that begin after the amended version is posted on our website. The latest version of these terms will be sent to you upon request.
- Assignments and advice
1.1 Each assignment and its scope are agreed between you as a client and Independia Law Firm AB before the work begins. Each assignment will be staffed with partners and/or other persons working for or engaged by Independia Law Firm AB in the most appropriate and efficient manner for the case based on the expertise required for the case.
1.2 The assignment is an agreement with Independia Law Firm AB and not with any natural person who has a connection to Independia Law Firm AB. This applies even if it is your express or implied intention that the work will be performed by one or more specific persons within Independia Law Firm AB.
1.3 All existing aspects and issues within a transaction or business arrangement are considered to be a single assignment even if it concerns several legal or natural persons, covers several different areas of law, several separate invoices are issued or if the work is carried out by several different lawyers.
1.4 Our advice is adapted to the conditions of the specific assignment and the facts and instructions we have received from you. You cannot, therefore, rely on the advice you receive in another assignment or use it for any purpose other than that for which it was provided. Unless we agree otherwise, our advice in a specific assignment does not include tax or possible tax consequences.
1.5 Our advice relates only to Swedish law and does not cover any other jurisdiction. If we make a case-by-case statement about the law in other jurisdictions, it is only because of Independia Law Firm AB’s general experience with legal issues in such jurisdictions. Such statements are not legal advice on which you should rely.
1.6 The advice we provide to you is based on the legal position at the time it is given. Unless we specifically agree otherwise, we do not undertake to update the advice we have provided if the legal situation changes accordingly. - Fees and invoicing
2.1 All fee amounts are stated excluding VAT.
2.2 Our fees comply with the rules of the Swedish Bar Association. Unless otherwise agreed, our fees are based on a number of factors such as (i) time spent, (ii) the skill and experience required by the assignment, (iii) the values to which the assignment relates, (iv) any risks to Independia Law Firm AB, (v)time aspects and (vi) achieved results.
2.3 In addition to our fees, you will be charged for travel and other expenses. Normally, we make limited expenses on your behalf and charge them in arrears, but we may ask for an advance for such expenses or forward the relevant invoice to you for payment.
2.4 Unless otherwise agreed, we will invoice monthly. In the event of late payment, interest on arrears is paid in accordance with the Interest Act.
2.5 Instead of invoicing work done during the relevant time period, we may issue a preliminary invoice “a on-account” for our fee. The final invoice for the assignment will indicate the total amount of our fee from which the fee paid “on account” is deducted.
2.6 Independia Law Firm AB also reserves the right to request advances before we start an assignment. The advance will be used to settle future fee invoices and expenses. The total amount of our fee and expenses may exceed the advance amount.
2.7 You have the right to cancel any assignment in writing that has not been performed. If such cancellation is made, compensation to Independia Law Firm AB shall, where applicable, be paid for the work performed so far and expenses incurred and costs.
2.8 Unless otherwise agreed, our invoices are due for payment 10 days after the invoice date.
2.9 If you have legal expenses insurance, you may, under certain conditions and to a certain extent, receive compensation from the insurance for fee costs. Information about the terms of this is stated in the provisions of your insurance contract. Independia Law Firm AB has the right to receive compensation from you for its fee according to the terms of these general terms and conditions even if legal protection is used or if the court in its judgment or decision does not award you full compensation for claimed costs. In relation to each other, we are thus not bound by the forms of compensation applied by the insurance company or the court and you are liable for reasonable fees that exceed the insurance compensation or what you have been awarded by the court.
- Client control and conflicts of interest
3.1 By law, for certain assignments, we are obliged to check the identity and ownership of our clients and inform ourselves of the nature and purpose of the assignment before the work begins. We may therefore request that you provide identity documents relating to you as a client and other person involved in the assignment on your behalf and, for a legal entity, the natural persons who have the ultimate control over it (beneficial owners). We may also request information and documentation showing where funds and other assets come from. Such a request may come even after the start of the assignment. If we do not receive the requested information, Independia Law Firm AB may be obliged to immediately cancel the assignment. By law, we are also obliged to retain all the information we have received in connection with this control.
3.2 We are required by law to report suspicions of money laundering or terrorist financing to the Police Authority. We are also prevented from notifying you that suspicions exist or that a report has been made or may be made to the Police Authority.
3.3 If there is a suspicion of money laundering or terrorist financing, we are obliged to decline or withdraw from the assignment even if it has already begun.
3.4 We cannot be held liable for damage caused to you directly or indirectly as a result of our compliance with the obligations incumbent on us in our judgment under clauses 4.3,
3.2 and 3.3.
3.5 We do not represent a party if there is a conflict of interest in relation to another client. We may also in certain situations have an obligation to withdraw from an assignment if a conflict of interest arises after the assignment has begun.
- Confidentiality
4.1 Independia Law Firm AB, its partners and employees we have further protects in an appropriate manner the information that you provide to us.
4.2 If you allow us to hire or cooperate with other advisors in the assignment, we have the right to disclose material and other information that we believe may be relevant for the adviser to be able to advise or perform services for you. The same applies to materials and other information that we have obtained as a result of the checks we have carried out in accordance with paragraph 3 above.
4.3 By law, in some cases we are obliged to provide information to the tax authorities about your VAT number and the value of the services we have delivered to you. By hiring Independia Law Firm AB, you are considered to have consented to us providing such information to the tax authorities in accordance with current rules. - Processing of personal data
5.1 Independia Law Firm AB is the data controller for the personal data regarding contact persons we receive in connection with assignments or which are otherwise processed when the assignment is prepared or administered. You are not obliged to provide personal data to us, but without this we cannot undertake an assignment because we cannot carry out the necessary conflict of interest and money laundering control.
5.2 We process the data to carry out mandatory conflict of interest and (where applicable) money laundering control, perform and administer the assignment, to safeguard your interests and for accounting and billing purposes. This data is processed on the basis that it is necessary for the performance of contracts, necessary for the fulfilment of a legal obligation, the assertion or defence of legal claims or after a balance of interests. The data can also be used for business and method development, market analysis, statistics and risk management. The data processed for the purpose of developing and analyzing the business is processed on the basis of
our legitimate interest in developing the business and communicating with our contacts.
5.3 Personal data may be transferred between Independia Law Firm AB’s various group or sister companies for the purpose of performing conflict of interest and money laundering control, for information and knowledge exchange and resource allocation. We will not disclose personal data to third parties other than in cases where (i) it has been specifically agreed between Independia Law Firm AB and you, (ii) when it is necessary within the framework of a certain assignment to safeguard your rights, (iii) if it is necessary for us to comply with a legal obligation or to comply with government or court decisions, or (iv) in the case where we engage third-party service providers to perform assignments on our behalf. The information may be provided out to courts, authorities, counterparties and counterparty representatives if it is necessary to safeguard your rights.
5.4 The personal data is stored, in accordance with the obligation of Independia Law Firm AB for a period of ten years from the date of completion of the case, or the longer time required by the nature of the case. Data processed for the purpose of developing, analyzing and marketing Independia Law Firm AB’s operations is saved for a period of two years after the last contact. If you unsubscribe from any newsletters or similar, the data will be deleted immediately.
5.5 You have the right to request information free of charge from Independia Law Firm AB about the use of the personal data concerning you. We will, at your request or on our own initiative, correct or delete information that is incorrect or restrict the processing of such data. You also have the right to request that your data is not processed for direct marketing purposes. You also have the right to receive your personal data in a machine-readable format (or, if technically possible, to have the data transferred to a third party that you direct).If you are dissatisfied with our processing, you can file a complaint with a supervisory authority, which in Sweden is the Data Inspectorate (www.datainspektionen.se). You can also contact the supervisory authority in the country where you live or work.
5.6 Contact us at info@independialaw.com or address below if you have any questions regarding our personal data processing. The data controller is Independia Law Firm AB, org nr 559170-2294, Torsgatan 79, 113 37 Stockholm, telephone 08- 400 25 180.
- Liability and Limitations of Liability
6.1 Our liability for damage caused to you as a result of errors or omissions on our part in the performance of the assignment is limited to an amount equal to the higher of five times the fee for the assignment and SEK 10 million.
6.2 Limitation of our liability to the amount specified in paragraph 6.1 above also applies to multiple damages, if these damages were caused by one and the same act or omission or by the same type of act or omission. This applies regardless of when the damage was caused or occurred.
6.3 Our liability to you shall be reduced by all the amounts that you may receive under any insurance that you have taken out or that has been taken out for you or under any contract or indemnity obligation to which you are a party or beneficiary.
6.4 Except as set out in clause 6.7 below, we do not assume any liability to any third party due to your use of documents or other advice from us.
6.5 Unless otherwise specifically agreed, we are not responsible for the fulfilment of set timeframes or for any part of the assignment not being completed within set time frames, or for the fact that we are unable to start or continue our work due to circumstances beyond our control.
6.6 If we are committed to providing advice regarding tax matters or possible tax consequences of a proceeding, our liability for errors or omissions does not include taxes payable by you if it was not clear at the time of our advice that you could have achieved your commercial objectives by using an alternative structure or method without additional cost or risk and would thereby have completely avoided the payment of those taxes.
6.7 If, at your request, we accept that third parties may rely on a document produced by us or advice provided by us, this does not increase or affect our liability and we are only liable to such third party to the extent that we are liable to you. Any amount paid to third parties as a result of this liability will correspondingly reduce our liability to you. The same applies if, at your request, we issue certificates, statements or the like to third parties.
6.8 Limitation of liability under these terms and conditions or under a separate agreement with you applies both to and to Independia Law Firm AB’s partners, former partners and to lawyers and other persons who work for or have worked for or been engaged by or have been engaged by Independia Law Firm AB.
- Cooperation with other advisors
7.1 If we on your behalf instruct, hire and / or work together with other advisors, these advisors are independent in relation to Independia Law Firm AB and we do not take any responsibility for having recommended them to you or for the advice they give, regardless of whether the advice is given directly to you or via Independia Law Firm AB. We are not responsible for fees or costs charged by such advisors. If we are instructed to instruct external advisors, we also have the right to accept a limitation of liability on your behalf.
7.2 If another counsel’s liability to you is more limited than our liability to you, the liability we have to you as a result of our possible joint and several liability with the other advisor shall be reduced by the compensation we would have been able to recover from that adviser if his liability to you had not been limited in that way (and regardless of whether the other adviser would have been able to pay the compensation to us). - Complaint and claims procedure
8.1 If you have a complaint in the manner in which Independia Law Firm AB has performed its duties, you must notify Independia Law Firm AB as soon as possible.
8.2 Claims related to Independia Law Firm AB’s assignments and advice shall be made to Independia Law Firm AB as soon as you have become aware of the circumstances on which the claim is based. Claims may not be made later than twelve months after the later of (i) the date on which the last invoice was issued for the assignment to which the claim relates and (ii) the date on which the circumstances in question were known to you or, after reasonable investigation, could have become known to you.
8.3 Under no circumstances can a claim be made later than ten years after the advice to which the claim relates was given.
8.4 If your claim against us is a result of a claim by a third party, tax authority or other authority, we shall have the right to meet, settle and settle the claim on your behalf provided that we hold you harmless. If you settle, reach a settlement or otherwise take any action regarding such claim without our consent, we have no responsibility for the claim.
8.5 If we or our insurers pay compensation to you in connection with your claim, you shall, as a prerequisite for receiving compensation from us or our insurers, transfer the right of recourse against third parties to us or our insurer. If this does not happen, no compensation will be paid to you. - Internet and e-mail
9.1 We regularly communicate with our clients and other parties via email. If you would prefer not to communicate by e-mail in any assignment, we ask you to notify us as soon as possible. Otherwise, you will be deemed to agree to communicate in this way.
9.2 Our spam and virus filters and other security arrangements may occasionally reject or filter out emails. You should therefore ensure that we have been reached by important e-mail. - Intellectual Property Rights
10.1 Copyright and other intellectual property rights to the work result we create for our clients belong to us, but you have the right to use the result for the purposes for which it is provided. Unless otherwise agreed, no document or other work result created by us may be widely disseminated or used for marketing purposes. - Handling of documents
11.1 Unless otherwise agreed, original documents will be handed over to you when an assignment has ended. Copies of these documents and other documents in the case are archived in accordance with the rules of the Swedish Bar Association. - Applicable law and dispute resolution
12.1 These general terms and conditions and all matters relating to Independia Law Firm AB’s assignments are governed by and interpreted in accordance with Swedish substantive law.
12.2 Except as set out below, any dispute, or claim arising out of or relating to these Terms and Conditions, any special terms and conditions relating to the assignment(s) shall for you be finally settled by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce with application of the simplified procedure rules. The seat of the arbitration shall be Stockholm, Sweden.
12.3 Notwithstanding the foregoing, we have the right to bring an action regarding overdue claims in
court having jurisdiction over you or any of your assets.
These General Terms and Conditions have been adopted by Independia Law Firm AB
on January 17 2023.