General Terms and Conditions
These general terms and conditions are applicable to all assignments that Markets & Corporate Law Nordic AB, org.nr 559081-4869 (‘MCL’ or the ‘Contractor’ ), carries out, as far as other parts of any agreements entered into with the adversary do not regulate the contractual relationship. The Customer and MCL are hereinafter jointly referred to as the ‘Parties’. MCL bases all assignment agreements, and current assignments, on the fact that all information and conditions that the Customer has provided to MCL are correct. Furthermore, each assignment assumes that the Customer provides MCL with requested information. MCL will verify the Customer and the Customer’s identity before agreement is met.
If the Customer fails to comply with the abovementioned conditions, to such extent that MCL is prevented from fulfilling the agreement, MCL reserves the right to withdraw from the agreement with the right to reimbursement from the Customer for performed work and costs incurred.
When necessary, MCL is entitled to, hire subcontractors or other advisors within the framework of the assignment. Costs for such subcontractors or other advisors are generally paid by MCL. If, however, the subcontractor is obviously needed for the fulfilment of the assignment or if MCL hires such a subcontractor after consultation with the Customer, the cost is paid by the Customer in accordance with the paragraph ‘External Costs’ below.
The Customer shall pay external costs performed by external parties, which arise in connection with the completion of the agreement. Costs that the Customer may be obliged to pay in connection with the agreement include, but is not limited to, costs for registrations, translations, announcements, postage, , public authority- and registration fees, stamp duties and similar. MCL is entitled to invoice the Customer an administrative mark-up of five (5) percent for external costs set out above. Unless otherwise agreed, interest from MCL’s client account will accrue to MCL. Otherwise, the Customer will be invoiced for actual costs of the account.
Unless otherwise agreed, MCL’s remuneration is determined by the skill and experience that the fulfilment of the agreement has required, the achieved results, time spent, value of the agreement, potential risks for MCL and the time-frame for finishing the assignment. As a starting point, for assignments that are performed on an open account basis, MCL charges an hourly rate of SEK 2,500 excluding VAT.
MCL offers to, before the start of the assignment and on the request of the Customer, estimate the predicted remuneration. As well as continuously keep the Customer informed, while the assignment is on-going, about the current economic status. Such estimations are based on the information available to MCL at the time and is not to be regarded as an offer of a fixed price.
When a fixed price has been agreed, potential extra work for changes or additions to the scope of the agreement will be invoiced continuously at an hourly rate of SEK 2,500 excluding VAT.
In the remuneration, reimbursement for MCL’s own feasible costs, including, but not limited to, travelling, accommodations or other costs for communication in connection with the fulfilment of the agreement in Sweden or abroad, is not included. Unless otherwise agreed, in connection with travelling, MCL will invoice the Customer SEK 750 hourly per person travelling. Expenses in connection with this paragraph will be invoiced continuously. Individual expenses exceeding SEK 10,000 shall be notified and approved by the Customer in advance.
All prices are excluding VAT.
Processing of personal data
By signing the agreement with MCL, the Customer is informed and agrees to that personal data collected in connection with the agreement is stored and processed by MCL in order to fulfil the agreement as well as for administrative purposes. Personal data is stored and processed in accordance with applicable data protection legislation, including the General Data Protection Regulation (EU) 2016/679 (‘GDPR’) with its complementing implementation acts or corresponding later legislation that will be adopted for the protection of personal data, and the Money Laundring and Terrorist Financing Act [lag (2017:630) om åtgärder mot penningtvätt och finansiering av terrorism], as well as all other at the time relevant legislation on the matter.
Measures against money laundering and terrorist financing
In certain instances, MCL is obliged to conduct checks on the Customer, according to the Money Laundring and Terrorist Financing Act [lag (2017:630) om åtgärder mot penningtvätt och finansiering av terrorism] and other, at the time relevant, legislation on the matter. The Customer is informed that it is a prerequisite that such checks are conducted and approved for MCL to be able to perform assignments for the Customer.
Withdrawal and termination
MCL reserves the right to withdraw from the agreement if the Customer, despite being reminded, does not pay requested advance payment or overdue invoices, becomes insolvent or fails to provide the information needed for MCL to fulfil the agreement or if the Customer prevents or does not consider the advice provided.
At the Customer’s termination or MCL’s withdrawal, the Customer is obliged to reimburse MCL for work performed and costs incurred until the day of termination or withdrawal.
The Tort Liability Act [Skadeståndslagen (1972:207)], shall regulate the liability of MCL in relation to the agreement, subject to the following limitation. MCL’s aggregate liability for damages shall, unless caused by gross negligence by MCL, not exceed an amount equivalent to the lowest of five (5) times the obtained reimbursement or SEK 250,000. MCL is under no circumstances liable for any shortcomings in the assignment where such shortcomings are due to the Customer’s failure to fulfil their obligations towards MCL.
MCL is not liable for indirect damages. If claim is brought against MCL from a third party, by reason of the agreement, the Customer shall fully indemnify MCL for all costs that may come because of such claims including, but not limited to, reimbursement for third party, court- and investigation costs, representation fees and costs relating to MCL’s own work.
The commitment to indemnify MCL shall not apply when the third-party claim against MCL is solely caused by or based on the negligent conduct by MCL during the fulfilment of the agreement. Should liability for damages appear for the Customer, caused by MCL when fulfilling the agreement, the Customer has no right to target the claim to any employee at MCL. The Customer shall solely address MCL for any such claims. In the case of an MCL employee being held liable by third party because of the agreement, the Customer shall indemnify that employee under the same principles as set out above in respect of MCL.
Disclaimer regarding tax-related issues
MCL does not offer tax advice. The services that MCL provides does not include consulting in tax-related issues. Given that MCL’s services would come to include advice assignable to tax-related issues, MCL shall not be liable for it. MCL is not, in any part responsible for tax implications that may occur because of MCL’s advice. MCL calls on the Customer to hire a competent tax advisor to consult on potential tax implications that may follow the advice provided by MCL.
MCL is not responsible or liable for any failure or delay in the fulfilment of the assignment, or damaged caused to the Customer, as a result of Swedish or foreign law, Swedish or foreign authority action, acts of war, strike, blockade, boycott, lockout or other similar circumstance. The reservation in respect of strikes, blockades, boycotts and lockouts applies even if the MCL is the subject of, or executes, such industrial action.
MCL’s use of the Customer’s name
The Customer is informed that MCL reserves the right to, at its own expense, refer to the agreement with the Customer in the media and other contexts by using the Customer’s name, logotype and/or company name.
In the event that information arises that MCL is obliged to publish in accordance with EU regulation No 596/2014 on market abuse (‘MAR’), MCL is entitled to identify and name the Customer in the disclosing of information.
The Customer’s use of MCL’s name
The Customer undertakes not to use MCL’s name, logotype or company without first retrieving a written consent from MCL. Should the consent be revoked, the Customer’s right to use MCL’s name, logotype or company name ceases.
In the event that information regarding MCL arises, that the Customer is obliged to publish in accordance with MAR, the Customer shall coordinate the disclosing of information with MCL.
Intellectual property rights
Copyright and other intellectual property rights generated by the work results in connection with the assignment belong to MCL. The Customer may however, use the work result for the purposes for which it is provided. Unless otherwise agreed, documents or other work results generated by MCL is not to be publicly distributed or used for marketing purposes.
Where a separate Non-Disclosure Agreement (NDA) is not entered into between the Customer and the Contractor, the following confidentiality obligations (‘Confidentiality agreement’) are binding between the Parties:
- In connection with initial discussions, meetings and any subsequent contract agreements, the Parties may have access to confidential information regarding each other’s activities. Information can be of a technical, contractual as well as economic/ commercial matters, (the ‘Information’) and may be obtained orally or in writing.
- The Confidentiality Agreement applies to Information that the Parties receive or that appear during the execution of the assignment.
- The Parties undertake not to use the Information in any other purpose other than that of the assignment.
- The Parties undertake not to share the Information to outsiders. Unless otherwise agreed, the previous sentence does not apply in relation to the Contractor’s corporate group connections. If the Contractor, within the assignment, engages or cooperates with another subcontractor or advisor, the Contractor is entitled to disclose Information that is considered relevant for the fulfilment of the assignment.
- The Parties undertake not to copy, or extract parts from, documents or other carriers of the Information for any other purposes other than those that follow the assignment.
- The Parties undertake to, at the other Party or third party’s request, return or destroy all copies of documents or other carriers of Information. This applies with exception for such records that must be kept according to other regulations or to comply with Generally Accepted Accounting Principles (GAAP).
- The Parties undertake to store records containing the Information and all copies safely.
- The obligations set out in the Confidentiality agreement does not apply to information that (i) is publicly known without it being so because of breach of the assignment or confidentiality obligation that employee or contractor has entered according to the assignment, (ii) a Party was already aware of before disclosure was made from the other and/or third Party, and (iii) the Contractor is under an obligation to report according to settled law.
- The Parties are liable to ensure that their respective employees, subcontractors and advisors follows the same confidentiality obligations as the Parties, according to the Confidentiality agreement.
- The Parties obligations under the Confidentiality agreement is subject to limitations that, at all times, may follow from legal rules on public access to information, confidentiality as well as decision from public court or authority.
- The Confidentiality agreement is valid ten (10) years from receiving the Information.
Applicable law and dispute resolution
Swedish law shall be applicable on disputes arising from the contract agreement. Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce (‘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 the arbitration shall be Malmö. The language to be used in the arbitral proceedings shall be Swedish.
All information obtained during the arbitration process, as well as the decisions and arbitrations awards issued in connection with the proceedings, are subject to confidentiality. Information covered by confidentiality may not be disclosed to third parties without the prior written consent of all parties concerned. However, this is not necessary to the extent information is needed for the enforcement of the judgement or otherwise by law.
Under circumstances where the Customer has funds on the client account of MCL or other company within the group, MCL reserves the right to regulate invoices and potentially unpaid invoices against the Customer’s fund on the client account.