AT HANSEN, WE’RE COMMITTED TO PROVIDING YOU WITH THE HIGHEST QUALITY LEGAL SERVICES. WE VALUE TRANSPARENCY AND WANT TO ENSURE YOU FULLY UNDERSTAND HOW WE WORK TOGETHER. SO PLEASE TAKE A MOMENT TO REVIEW OUR TERMS AND CONDITIONS.
BASICS
1 When do these terms & conditions apply?
1.1 These terms and conditions apply to advice and services provided by Hansen Advokatbyrå KB (“Hansen”) in any matter, assignment or engagement performed by Hansen. We also observe the code of conduct established by the Swedish Bar Association (the “Code of Conduct”).
1.2 These general terms and conditions shall apply to all aspects of a matter, irrespective of whether the matter involves several parts, or we are acting for several entities or individuals or whether separate invoices are issued.
2 What do you need to know about the scope of our services?
We will agree orally or in writing on the details of the scope of our engagement. Below we have described on a high level how the scope is determined, who is responsible and what is specifically excluded from the scope.
2.1 The content and scope of our engagement will be agreed between you and Hansen. The nature and scope of the engagement can, however, be revised during the course of the engagement, depending on your instructions or other conditions.
2.2 In order to develop our relationship and the understanding of your business, there will be one partner who has an overall responsibility for our services towards you. The responsible partner can be assisted by one or more lawyers. The composition of the Hansen team working on a matter may be changed during the course of the matter.
2.3 Our services and advice are tailored only to the circumstances, facts and instructions presented to us in the particular engagement. Accordingly, you may not rely on our service or advice in any other matter or for any other purpose than the specific engagement and purpose for which the service or advice was given.
2.4 We do not provide tax advice, financial advice, accounting advice or advice on the commercial merits of decisions, investments or transactions. Accordingly, we cannot be held liable for tax, financial, accounting or commercial consequences of the decisions, investments or transactions that you make.
2.5 Our services include only advice regarding Swedish law. If we, based on our general experience, would express a view on legal issues in another jurisdiction than Sweden, such view does not constitute advice that you may rely on. However, at your request, we’re happy to assist you in obtaining advice from other advisors in the relevant jurisdiction.
2.6 If we engage or work together with other advisors or professionals, any such advisor or professional shall be considered to be independent of us. Consequently, we assume no responsibility or liability for advice given or work carried out by other advisors or professionals (or for fees or expenses incurred by them), for appointing them or recommending them, irrespective of whether they report to you or to us. If you grant us authority to engage such a third party, this authority includes a right for us to accept limitations of liability invoked by such third party.
INFORMATION & REPORTING
3 Why do we need to ‘know our client’?
Because we are subject to money laundering and terrorist financing legislation, there are certain procedures we need to follow when onboarding a new client and we may also be required to report certain information to the authorities.
3.1 According to the Swedish Act on Measures Against Money Laundering and Financing of Terrorism (“SAML”), Hansen is required to investigate the identity of clients and their ownership structure as well as to request information about the nature and objective of the matter in which we are engaged to assist. Such information must be provided to us before our work may commence. If adequate information and documentation is not provided to us, we may decline or withdraw from the engagement. Documentation that we typically ask for to fulfil applicable requirements are identification documents and detailed information about your ownership structure and the matter in question. We are required by law to retain all information and documentation obtained in connection with the kind of measures described above.
3.2 We are required under SAML to disclose suspicions of money laundering or terrorism financing to the police authorities. We are prevented to inform you if we have suspicions or if we have made or are contemplating to make disclosures to the police authorities. In case of any suspicions of money laundering or terrorism financing, we are required to decline or withdraw from the engagement.
3.3 We may be required by law to provide information to the tax authorities on the VAT number of our clients and the invoiced amounts. By engaging Hansen, you are deemed to have consented to that we fulfil such reporting obligation.
3.4 We cannot be held liable for any loss or damage suffered by you as a consequence of our compliance with the obligations set out in clauses 3.1-3.3 or that we pursuant to those clauses have declined or withdrawn from an engagement because we have been prevented to meet our obligations.
CONFIDENTIALITY
4 How do we handle confidentiality and insider matters?
Our duty of confidentiality is one of the most central aspects of our mission.
4.1 We will protect the information you disclose to us carefully and observe confidentiality in accordance with the Code of Conduct. If you permit us to engage or work with other advisers on the engagement, we may provide them with material and other information that we consider relevant for such adviser to be able to advise or perform services for you.
4.2 If your matter would involve information that requires an insider list being maintained according to market abuse law of equivalent laws and regulations and you wish us to maintain such list, please let us know.
4.3 If we have maintained an insider list, a copy of the list may at your request be provided to you, provided that you make such request not later than within five years and one day after the list was prepared or dated. You are required to keep the list confidential and to use it only in order to comply with law.
FEES, EXPENSES & INVOICING
5 How do we charge our clients?
We strive to provide our services at fees that are reasonable and that reflect the value of the services we deliver.
5.1 Unless otherwise agreed, we charge our fees on time spent basis. Other factors may also be considered, such as (i) the knowledge, skills, experience and resources required, (ii) sums of money involved; (iii) any risks assumed by Hansen; and (iv) the result achieved through our work.
5.2 At your request, we will provide you with an estimate of our fees in advance of a matter or project and update you on the fees incurred as work progresses. Such estimate is only based on information available to us at the time of the estimate was made and cannot be regarded as a fixed quote, unless explicitly agreed.
5.3 We may charge for reasonable costs and expenses incurred by us in connection with the engagement, such as costs for courier and travelling, registration fees and other similar costs.
5.4 Our fees and expenses are exclusive of value added tax, which will be charged where we are required to charge such tax.
5.5 Our hourly rates are subject to yearly adjustment effective as from 1 January each year. Unless otherwise agreed, these adjustments will apply on the assignment.
6 When can you expect an invoice and what are the payment terms?
6.1 Unless otherwise agreed, we will normally invoice you on a monthly basis.
6.2 Unless otherwise agreed, payment of invoices is due date within 15 days of the invoice date. If an invoice is not paid in time, interest on the balance owing will be charged at the statutory rate applicable from the due date until receipt of payment.
THE ENGAGEMENT
7 What is our liability in relation to an engagement?
Legal advice is serious business and we will always strive to perform our job with due and adequate competence. Here is what applies in terms of our liability in relation to you.
7.1 Your contractual relationship is solely with Hansen and not with any other legal entity or individual associated with Hansen. All partners at Hansen and all persons working for or engaged by Hansen are covered by these terms and conditions and these persons have no personal liability towards you, unless otherwise provided by mandatory law.
7.2 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 20 million Swedish kronor, or if our fees (excl. VAT) in the relevant engagement are less than 1 million Swedish kronor, to 5 million Swedish kronor.
7.3 Our liability for a loss or damage shall be reduced by any amount which may be obtained by you under any insurance maintained by or for you or under any contract or indemnity to which you are a party or a beneficiary, unless it is contrary to the agreement with such insurance provider or other third party or your rights against such insurance provider or other third party will be prejudiced thereby.
7.4 If you are reimbursed by us or our insurers in respect of a claim, 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.
7.5 We shall not be liable for any loss or damage suffered as a result of the use by you of our work products or advice in any other context or for any other purpose than for which it was given. Except as provided in clause 7.7, we shall not have any liability for a loss or damage suffered by any third party through the use by you of our work products or advice.
7.6 We shall not be liable 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.
7.7 If we explicitly agree that a third party may rely on our work products or advice, this will not increase or otherwise affect our liability, and we will only be liable to such third party to the extent we would have been 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 applies also if, at your request, we issue certificates, opinions or the like to a third party.
7.8 If we, together with one or several other advisors or professionals, would be liable for the same loss or damage suffered by you, our liability for such loss or damage shall be limited to the proportion which our fee bears to the sum of the fees payable to all advisors and professionals (regardless of whether the other advisors or professionals have excluded or limited their liability or would be unable to pay their part of the total claim).
7.9 If we, together with one or several other advisors or professionals, would be jointly and severally liable to you in relation to the same loss or damage suffered by you and another advisor’s or professional’s liability to you is more limited than our liability, any liability we might have to you shall be reduced by the amount of the contribution we would have been able to recover from that advisor or professional if its liability to you had not been so limited (and regardless of whether that other advisor or professional would have been able to pay the contribution to us).
8 How can an engagement be terminated?
8.1 You may terminate our engagement at any time by requesting us to stop acting for you. If you do so, you must still pay our fees for services provided and the expenses incurred by us prior to termination.
8.2 Law and the Code of Conduct may set out circumstances that allow or require us to decline or withdraw from an engagement. Among other things, this may be the case in the event of inadequate client identification, suspicions of money laundering or terrorism financing, conflict of interest, failure to make payments, failure to supply adequate instructions or when confidence and trust no longer exist between us. If we decide to terminate our engagement, you must still pay our fees for services provided and expenses incurred prior to termination.
8.3 With regard to conflicts of interest, we cannot, as a rule, represent a party if there is a conflict of interest with other clients. Therefore, we will conduct a conflicts of interest check before accepting an engagement. Even so, conflicts of interest, which we are not aware of at such time, may arise and preclude us from representing you in pending or future matters. Should this occur, we seek to be fair to our clients taking into consideration the Code of Conduct. In this respect, it is important that you at the outset of and during the course of our engagement provide us with any information that you believe may be pertinent to establish whether any actual or potential conflict of interest exists.
9 What happens with documents and work products?
9.1 After the conclusion or termination of an engagement, we will keep (or store with a third party) essentially all documents and work products accumulated or generated in a matter, whether on paper or electronically, for a period of time which we deem to be adequate for that particular type of engagement, however never for a period of time shorter than that required by law or under the Code of Conduct.
9.2 Since we are under an obligation to retain essentially all documents and work products accumulated or generated in a matter, we will not be able to meet a request by you to return (without making and keeping a copy) or destroy a document or work product in advance of the expiration of the retention period. services rendered and expenses incurred in representing you in litigation or arbitration.
9.3 Unless otherwise agreed, we are not required to store your original documents. Consequently, at the conclusion or termination of an engagement, we may send all original documents to you. We may keep a copy of such documents.
10 What can be done if you are dissatisfied with our services?
Our intention is to always keep you happy. But if you would be dissatisfied, here’s what you can do.
10.1 If, for any reason, you are dissatisfied with our services and wish to submit a complaint or claim, you should notify the Hansen partner responsible for the relevant matter as soon as possible after you became aware of the circumstances giving rise to the complaint or claim. No claim may be made later than 365 days 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 to you or could have become known to you after carrying out reasonable investigations.
10.2 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, if any, the 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.
10.3 In addition to what is set out in clause 10.1 above, if you are a consumer, you are entitled to request that any matter pertaining to your services shall be tried by Konsumenttvistnämnden. You can read more about this here: www.advokatsamfundet.se/konsumenttvistnamnden.
LAST BUT NOT LEAST
11 What else is good to know?
Ownership of work products and content. The intellectual property rights in work products that we generate for you vest in us although you have the right to use such work products for the purposes for which they were provided. Unless agreed otherwise, no document or other work product generated by us may be generally circulated or used for marketing purposes.
Amendments. We may amend these general terms and conditions from time to time. The current version is published on our website (wearehansen.se). Amendments will become effective only in relation to matters initiated after the amended version was posted on our website.
Inconsistencies. In case an engagement letter has been sent to you in respect of a particular engagement, the terms in the letter shall prevail if and to the extent there is any inconsistency between these general terms and conditions and the terms set out in such letter.
12 Let’s hope we never end up there – but how would a dispute be handled?
12.1 These terms and conditions (including the arbitration clause in 12.2) and, if any, the engagement letter, our engagement, our services and our advice shall be governed by and construed in accordance with substantive Swedish law.
12.2 Any dispute, controversy or claim arising out of or in connection with these terms and conditions, any engagement letter, our engagement, our services and our advice 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. The language to be used in the arbitral proceedings shall be English unless we agree to use Swedish.
12.3 Arbitral proceedings initiated with reference to clause 12.2 and all information disclosed in the course of such arbitral proceedings, as well as any decision or award that is made or declared during the proceedings, 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 if the party is required to so disclose pursuant to law or other applicable mandatory regulations.
12.4 Notwithstanding clause 12.2, we shall be entitled to commence proceedings for the payment of any amount due in any court with jurisdiction over you or any of your assets.