Terms

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These general terms and conditions apply to all advice and other services rendered by us, Advokatfirman Cedric AB, to our clients. Our general terms and conditions may be amended by us from time to time. The latest version is always posted on our website. The current version has become effective and has been published on 18 June 2020.

Privacy Policy

Advokatfirman Cedric AB (“we”, “us” “Cedric” or the “firm”), as data controller, may collect, store and otherwise process personal data relating to you.

The personal data may include name, personal identification number or similar, contact information, title, identity of employer, passport or other identification, engagement title, information on the overall objective of the engagement, information of the origin of the assets that will be used in connection with the engagement, information on any beneficial owner, information on whether the client, a beneficial owner or any affiliate or known associate of them is a political exposed person, and name and profession/position of such politically exposed person, and our invoicing, payment history and payment reminders to/with the client, and other personal data than the data referred to above, which the engagement, on the basis of its nature, raises.

Personal data may be processed for the purposes of enabling and making required conflict of interest checks, fulfilling our legal, regulatory, and risk management obligations, enabling and effectuating invoicing, accounting for fees and other aspects of the engagement and accounts receivable recovery, executing the engagement and our acting as legal representative of the client, internal statistics and analysing, managing the relationship with the client/supplier/collaboration partner, for industry and market researches, and for marketing the firm.

The personal data may be the subject of legal attorney privilege and our obligation of secrecy and is only shared and disclosed in accordance with the Rules of the Swedish Bar Association.

Personal data is stored in accordance with the Rules of the Swedish Bar Association and to the extent and for the period of time that we are required to by law.

When you use our website, we will collect, store and otherwise process personal data including IP address, e-mail address, webpages visited, time and duration of visit and cookies and similar data generated by used cookies.

You have the right to request and receive information from us regarding the personal data relating to you and to have personal data corrected without undue delay. Further, you may according to applicable law request that personal data is deleted or that the processing of personal data is restricted.

You have the right to withdraw your consent to the processing of personal data at any time.

If you have opinions on our processing of personal data relating to you, please contact us. You also have the right to submit a complaint to the Swedish Data Protection Authority (Sw. Datainspektionen), which is the supervisory authority in Sweden, or to the supervisory authority in the country where you live or work.

We may make additions or alterations to this policy. If we do, we will post the updated policy on our website and refer to it in our e-mails and our mailings through our digital mailing/invitation system.

Code of conduct

Advokatfirman Cedric AB and its partners and employees are subject to the Code of Professional Conduct for Members of the Swedish Bar Association (see https://www.advokatsamfundet.se/) which will apply to every engagement where Advokatfirman Cedric AB is assigned.

Scope of work etc.

The scope of our work will either i) at your request be provided in a separate written letter of engagement or ii) be agreed with you at the outset of the engagement. Within the scope of our work we (Advokatfirman Cedric AB) undertake to in every way endeavour to serve you effectively and to render high quality advice.

Advise provided by Advokatfirman Cedric AB and its partners and employees are tailored to the circumstances of every specific engagement, to the facts presented to us and to your instructions. Hence, you may not rely on them in any other matter or for any other purpose than for which they were rendered.

Unless otherwise agreed, all information provided by Advokatfirman Cedric AB in draft versions of our documents is provisional and subject to the wording of our final versions of such documents.

Unless otherwise agreed, our advice in the engagement does not include advice on potential tax consequences.

All advice provided by Advokatfirman Cedric AB is based on the laws of Sweden and thus does not include the law of any other jurisdiction. Any opinions by us about the law in other jurisdictions, and the extent of such statements, are based solely on our general experience of legal issues in such jurisdictions and is merely intended to provide the benefit of our experience and shall not be construed as constituting legal advice. However, we are happy to use our international network to assist you in obtaining necessary advice from lawyers in other jurisdictions.

Our work products and advice in every engagement are rendered based on the law at the date when the work product or advise is provided. Unless otherwise explicitly agreed, Advokatfirman Cedric AB assume no responsibility and will not be held liable to update them pursuant to changes in the law after that date.

Confidentiality

Advokatfirman Cedric AB (including our partners and our employees are obliged to observe an extended duty of confidentiality according to, inter alia, the Code of Judicial Procedure and the Code of Professional Conduct for Members of the Swedish Bar Association. Any non-public information, received in the course of an engagement, will be treated as strictly confidential. Hence, unless necessary as an element in carrying out the matter or with your consent we will not disclose facts which are not in the public domain to any third party.

Despite the above, Advokatfirman Cedric AB may communicate with you by e-mail and through the Internet even though such communication involves security and confidentiality risks. Advokatfirman Cedric AB do not accept any liability for damages incurred due to such risks.

Since spam and virus filters and other security arrangements may sometimes reject or filter out legitimate e-mails Advokatfirman Cedric AB recommend you to follow up important e-mails to us by phone.

Notwithstanding our undertaking as regards confidentiality we may once an engagement has become publicly known briefly disclose our involvement in the engagement and other publicly known information in our marketing.

KYC and ownership structure etc.

For certain matters, Advokatfirman Cedric AB legally obliged to collect and preserve evidence and certain documentation about our clients’ identities as well as ownership structure of the client and certain entities and individuals affiliated to the client, and to retain satisfactory evidence thereof. Therefore, may ask you to provide ID documents and other documentation about you or your company or another person. New clients may also be asked for professional references. Such requests may also be made after the start of a matter. If you do not provide the documentation which we request, we may be legally obliged to terminate the matter.

In spite of any duty of confidentiality (including the confidentiality rules under the Code of Professional Conduct for Members of the Swedish Bar Association), we are legally obliged to provide information in conjunction with investigations of certain types of crimes, and under certain circumstances (i.e. when the client subject to VAT reverse charge arrangements in the client’s European Union member state) to provide information about VAT registration numbers to the Swedish Tax Agency. By engaging us, you consent to the disclosure of the said information.

Exchange of information and reporting duty

Exchange of information relating to reportable cross border tax arrangements

According to the DAC 6 EU Directive advisers are obliged to notify a competent tax agency regarding their client's cross border arrangements. The purpose of the EU Directive is to combat tax evasion, tax fraud and tax avoidance.

A cross border arrangement is subject to the reporting duty when at least one of several "hallmarks" indicating that there is a risk of tax avoidance are met. The relevant hallmarks are defined in law and have a broad scope of application. Given the broad scope of the reporting duty it should be noticed that an arrangement (for example a transaction) based on commercial reasons can become subject to the reporting duty.

The reporting duty relates to advisers who have participated in the transaction or arrangement and in such event irrespective of whether they provided tax law advice or not.

Lawyers who are members of the Swedish Bar Association are subject to a regulated duty of confidentiality. The Swedish legislation, relating to the reporting duty for advisors, includes in consequence herewith an exemption for lawyers' reporting obligation.

With reference to the above, neither Advokatfirman Cedric AB nor its lawyers will report any arrangements to the Swedish Tax Agency unless expressly instructed by a client, who releases us from our duty of confidentiality, to do so. If the client does not instruct us to report, then primarily other advisers (and ultimately the client) will be responsible for ensuring that the transaction is reported.

In cases where Advokatfirman Cedric AB do not report an arrangement to the Swedish Tax Agency, the relevant legislation states that we should inform the client's other advisers that they should report. However, with regard to our duty of confidentiality and in the view of the Swedish Bar Association, we cannot do so without breaching our duty of confidentiality. This means that neither Advokatfirman Cedric AB nor its lawyers will inform other advisors assigned by a client of their obligation to report.

Fees

Unless otherwise agreed, our fees are determined based on the Code of Professional Conduct for Members of the Swedish Bar Association inter alia taking the following factors into account: i) the skill and experience required for the matter; ii) the result achieved; iii) the time expended; iv) the monetary value to which the matter pertains; v) any risks for Advokatfirman Cedric AB; and vi) the time pressure involved for the engagement.

On your request, we may also, depending on the nature of the engagement, agree on a fixed fee, fee cap or other fee arrangement.

In addition to our fee for the services rendered, Advokatfirman Cedric AB is entitled to reimbursement for its expenses relating to the engagement such as filing fees, notary or translation services, overnight or special delivery service, travel, and accommodation and other advisors’ fees.

Advokatfirman Cedric AB typically invoice its clients – either by way of a partial invoice or an invoice on-account – on a once-a-month basis.

Unless agreed otherwise, the payment terms and conditions for Advokatfirman Cedric AB’s invoices are that the invoices are due and payable within 10 or 30 days of the invoice date as specified in the invoice. In case of late payment, penalty interest will be charged from the due date until receipt of payment in accordance with the provisions of the Swedish Interest Act (Sw. Räntelagen (1975:635)).

If the fees for our engagement entitles you to insurance indemnification (such as from legal aid insurance) to cover a portion of the legal fees incurred, it is nevertheless your responsibility to pay our invoices in the amount and on the conditions at which they are issued. This applies irrespectively of whether the entire fee for our work will be covered by the relevant insurance indemnification or not.

Advokatfirman Cedric AB may request a retainer, both before we commence our work on a specific engagement and during an ongoing engagement. The right to a retainer applies continuously throughout the engagement. The retainer shall cover future expenses and fee invoices. Ordinarily, retainers are first set off against invoices upon the conclusion of the engagement. For the avoidance of doubt, please note that our final fee often will be greater than the retainer amount.

Other advisers and professionals

An engagement of Advokatfirman Cedric AB may require the engagement of other consultants or professionals (such as lawyers from other jurisdictions) to support you. If so instructed, Advokatfirman Cedric AB is willing to assist you in identifying, contracting, informing or instructing such consultants and professionals. Any authority to contract or instruct any such consultants or professionals includes authority to accept a limitation of their liability on your behalf.

Any of your other consultants and professionals (irrespectively of them being identified, contracted, informed or instructed by us) shall be deemed as independent of Advokatfirman Cedric AB.

Advokatfirman Cedric AB assume no liability for such other advisors or professionals, neither for choosing or recommending them nor for their advice or other services (regardless of whether they report to us or their advice or other services are routed through us). In addition, the payment of fees and expenses of such consultants and professionals will be your, and thus not our, responsibility. Their invoices will normally be addressed directly to you.

The Market Abuse Directive

It is, if you require Advokatfirman Cedric AB to maintain an insider list in order to meet your obligations under the Market Abuse Regulation (2014/596/EU) and related rules, important that you inform us in writing. In such a scenario we will establish and maintain an insider list. You are required to keep the insider list confidential and to use it only to satisfy your obligations under the relevant legislation. Advokatfirman Cedric AB will take all measures to safeguard that the individuals on the insider list understand the obligations which it entails.

Limitation of liability

Your relationship with respect to any engagement whereby you have retained us is with Advokatfirman Cedric AB solely and inter alia not with any individual employed by or associated with Advokatfirman Cedric AB. As a consequence, no individual or entity associated with Advokatfirman Cedric AB (such as shareholders, partners and employees) shall have any personal liability for engagements taken on by Advokatfirman Cedric AB.

Unless otherwise agreed at the outset of an engagement (or a particular matter within an engagement), Advokatfirman Cedric AB´s liability for loss or damage suffered by a client as a consequence of error or negligence on our part in performing work in relation to a certain engagement is limited to five million Swedish Krona or a sum equal to five (5) times the fee for the matter involving the claim whichever is higher.

Advokatfirman Cedric AB has no liability for the accuracy or completeness of any information provided to us by our clients or any other person in the course of the performance of our engagements, nor for any loss or damage arising in any way from fraudulent acts, misrepresentations or wilful default on the part of any other person than ourselves, our partners or employees.

Advokatfirman Cedric AB has no liability for any loss or damage suffered as a result of any event beyond our control, which event Advokatfirman Cedric AB through its partners and employees could not reasonably have anticipated at the time the engagement was initiated and which consequences we could not reasonably have avoided or overcome.

Advokatfirman Cedric AB has no liability for any loss or damage suffered as a result of the use of any of our work products or advice in any other context or for any other purpose than for which it initially was provided.

In an engagement where Advokatfirman Cedric AB has undertaken to provide advice about potential tax consequences, our liability shall not include taxes which the client is to pay unless, at the time the advice was given, it was clear that the client could have achieved his commercial objectives by using an alternative structure or method without additional costs or risk and thereupon could have avoided payment of such tax entirely.

If not, an engagement specifically includes the rendering of in-depth tax advice, Advokatfirman Cedric AB has no liability for any loss or damage suffered through the impose of tax or tax penalty as a result of our advice.

Advokatfirman Cedric AB´s liability is reduced by any amount which the client may receive under any insurance policy maintained by or for the client or pursuant to any hold-harmless agreement. Advokatfirman Cedric AB shall not be liable for loss of production, loss of profit or any other indirect damage, loss, consequential damage or consequential loss.

If Advokatfirman Cedric AB is one among several advisors who is liable to you in relation to the same loss or damage, our liability for such loss or damage will be limited to the portion which our share of the total fees payable to all advisors bears to the sum of the fees to all advisors.

Advokatfirman Cedric AB has no liability to any third party for any loss or damage suffered as a result of the client or any third party’s use of any of our documents produced or advice provided. If, at a specific request from a client, Advokatfirman Cedric AB agree that a third party may rely on any of our documents produced or advice provided, or if we issue any certificate, opinion or the like to a third party, this will not increase or otherwise affect Advokatfirman Cedric AB´s liability to our disadvantage. Any amount payable to such third party as a result of such liability shall on a krona by krona basis, reduce Advokatfirman Cedric AB´s liability to our client correspondingly. Advokatfirman Cedric AB assume no client relationship or any other advisor liability with any such third party.

Advokatfirman Cedric AB maintains a professional indemnity insurance appropriate for our business in addition to the Swedish Bar Association’s compulsory professional indemnity insurance.

Any claim against us should be submitted as soon as you have become aware of the circumstances giving rise to the claim. Any claim, based on a claim against you by any tax or other authority, may not be made later than two months after the date such a claim was made against you and under no circumstances later than three years after the date of our last invoice issued for the engagement to which the claim refers.

Any claim otherwise based on circumstances of which you were unaware, and could not have known of after reasonable investigations as per the date of our last invoice issued for the engagement to which the claim refers, may not be made later than one month after the date such circumstances became known or could have become known to you after reasonable investigations, and under no circumstances later than one year after the date of our last invoice issued for the engagement to which the claim refers. No other claim may be made later than 12 months after the date of our last invoice issued for the engagement to which the claim refers.

Should your claim be based on a claim against you by any tax or other authority or third party, we or our insurers shall be entitled to meet, settle and compromise such a claim on your behalf, provided that you – taking into consideration the limitations of liability provided by these general terms and conditions or otherwise applicable to the engagement – are indemnified by us. If you meet, settle, compromise or otherwise take any action in relation to such a claim without our consent, we will not accept any liability for such a claim.

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.

Termination and withdrawal

You may terminate our engagement at any time. Law and applicable Code of Professional Conduct specify the circumstances under which we may or are required to withdraw from the engagement. In the event of termination or our withdrawal, you must pay the fees for our work and reimburse us for the expenses incurred up to the date of termination or withdrawal in accordance with these general terms and conditions.

Disputes

Any dispute, controversy or claim arising out of or in connection with these general terms and conditions, 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 seat of arbitration shall be Göteborg, Sweden.

The language to be used in the arbitral proceedings shall be English.

This contract shall be governed by the substantive law of Sweden.

With regard to disputes between a consumer and a member of the bar or us, you have the right, if an amicable solution has not been reached, to have the matter tried by the consumer dispute resolution board (“Konsumenttvistnämnden”) of the Swedish Bar Association (P.O. Box 27321, SE-102 54 Stockholm, Sweden; https://www.advokatsamfundet.se/konsumenttvistnamnden ). A consumer is a physical person, who acts in relation to purposes outside business or professional operations.

We shall always be entitled to commence proceedings against you for the payment of any amount due to us in any court where you are domiciled or, alternatively, where your assets are located or, alternatively, in the Stockholm District Court, Sweden.