General terms and conditions

Version dated September 1, 2021

1. Scope, etc.

1.1 At Zenit Advokatbyrå, legal services are provided by Zenit Advokatbyrå CL AB, Zenit Advokatbyrå HJ AB, Advocate Lars Björk under the trade name of Zenit Advokatbyrå, and Zenit Advokatbyrå EH AB. These General Terms and Conditions shall apply to all agreements of engagement concluded between the client, on the one hand, and the lawyer, his potential assistants and the law firm where they are employed, on the other hand. Unless otherwise agreed in writing, the client shall be considered to have accepted these General Terms and Conditions.

2. Relationship to good advocate conduct, etc.

2.1 These General Terms and Conditions shall apply unless otherwise provided in a mandatory statute, according to good advocate conduct or in an agreement.

3. Performance of the assignment

3.1 Each assignment shall be assigned to a lawyer who will be in charge of the assignment. The lawyer in charge of the assignment shall have full discretion to select the lawyers internally that he or she considers should handle the assignment.

3.2 The law firm’s advisory services and assistance shall be adapted to the circumstances of the individual assignment and to the facts presented and the instructions provided to the law firm.

3.3 The law firm’s advisory services shall never include assessments of or opinions on the impact of taxes or accounting methods.

3.4 The law firm’s assignment shall include a right for the law firm to undertake any measures that the law firm considers to be appropriate for completing the assignment for which the law firm was engaged and, in connection with this, to incur reasonable costs on behalf of the client.

4. Providing and receiving instructions for assignments

4.1 Instructions for assignments can be provided orally or in writing, including by email.

4.2 The law firm will assume that the designated contacts are authorised to provide the instructions received by the law firm during the course of a matter. This shall apply even if no written power of attorney or other documentation indicating such authority has been presented.

5. Identity check

5.1 To meet statutory obligations, the law firm may need to check the identity documents of clients and other people who are involved in the matter on behalf of a client. Where applicable, this shall apply to legal entities as well as to natural persons representing a company. The law firm may therefore ask a client to present identity documents to the law firm.

6. Communication

6.1 Unless otherwise instructed by the client, the law firm may communicate with the client via email. Email is an efficient means of communications but may entail risks related to security and confidentiality. The law firm accepts no responsibility for such risks.

6.2 The law firm’s spam and anti-virus filters may occasionally reject or remove legitimate email messages. The client should therefore follow up on any important email messages sent to the law firm by telephone or other appropriate means.

6.2 Advokatbyråns spam- och virusfilter kan ibland avvisa eller filtrera bort legitim e-post. Klienten bör därför följa upp viktig e-post till advokatbyrån via telefon eller på annat lämpligt sätt.

7. External consultants

7.1 The engagement of an external consultant or specialist requires the client’s permission. In such cases, the law firm may request that the client concludes an agreement directly with the consultant or specialist, so that the client assumes direct responsibility for paying his or her fees and expenses.

7.2 Such external consultants or specialists shall be considered independent from the law firm. This shall be the fact regardless of whether they have been identified, contracted, informed or instructed by the law firm. The law firm accepts no responsibility for such other consultants or specialists, neither for choosing them or for recommending them, nor for the advice or other services provided by them. This shall apply regardless of whether they report to the law firm or if their advice or services are forwarded to the client by the law firm.

8. Intellectual property rights

8.1 Copyright and other intellectual property rights related to the law firm’s work product shall belong to the law firm and the client shall only be entitled to use them for the purpose for which they were created. Unless otherwise agreed, documents and other work products must not be distributed publicly nor be used for marketing purposes.

9. Fees

9.1 In accordance with good advocate conduct, fees shall be reasonable. Unless otherwise agreed, this means that the fee shall be determined with consideration for the nature and extent of the assignment, time pressure and the assignment’s complexity and importance, as well as the advisers’ expertise, the time spent on the matter, the work product and other such circumstances.

9.2 All fees shall be stated exclusive of VAT. This means that VAT of 25% will be added to the fees stated.

9.3 In addition to the law firm’s fees, the law firm will charge the client for expenses related to the assignment, such as fees, travel and accommodation.

9.4 The law firm shall be entitled to charge the client a reasonable amount for expenses related to copying, faxing and telephone calls.

10. Invoicing

10.1 The client shall generally be invoiced on a regular basis, by way of partial invoices for a certain time period. A partial invoice covers the final fee for the law firm’s work during a specific time period. However, the law firm retains the right to issue on account invoices for the law firm’s fees. On account invoicing refers to the charging of a preliminary fee without specific attribution to a certain part of the law firm’s work. If on account invoicing is applied, there will be a final settlement at a certain time determined by the law firm, but no later than when the final invoice is issued for a matter.

10.2 The law firm may also request an advance payment of fees and expenses. Any amounts paid in advance will be used to settle regular invoices and/or the final invoice. Accordingly, an advance payment will not automatically be offset when regular invoices are issued.

10.3 Except for advance payment invoices, invoices are generally issued with a payment term of 10 days, counted from the date of the invoice.

10.4 In case of a default in payment, interest will be charged according to the provisions in the Swedish Interest Act.

11. Legal protection insurance and legal aid

11.1 To investigate the possibility of receiving legal protection under an insurance policy, the client is obliged to inform the law firm of any applicable insurances. If there an insurance policy, the law firm undertakes to apply to the client’s insurance company for legal protection on behalf of the client.

11.2 If legal protection is granted for an assignment carried out by the law firm, the law firm shall be entitled to charge the client according to the agreed hourly rate, even if the legal protection granted only covers an hourly rate corresponding to the legal aid standard rate or any other amount below the hourly rate agreed. The insurance coverage received by the client from the client’s insurance company constitutes an agreement between the client and the insurance company.

11.3 Under certain circumstances, a client who engages the law firm in his or her capacity of a natural person may be entitled to legal aid. In such cases, special conditions apply to the charging of fees.

12. Liability insurance and limitation of liability

12.1 The law firm has taken out mandatory professional indemnity insurance for damage to property in case the law firm through negligence would cause such damage to its client – or to a third party – when providing legal services.

12.2 The law firm shall only be liable for damage suffered by a client if such damage was caused by the law firm through negligence when carrying out the assignment. Liability shall be limited to a maximum of two million five hundred thousand Swedish kronor (SEK 2,500,000).

13. Termination of assignment

13.1 The client shall be entitled to terminate the agreement of engagement with the law firm at any time.

13.2 In addition to the situations when the advocate/lawyer/law firm is obliged to withdraw from an assignment according to law or good advocate conduct, the advocate/lawyer/law firm shall also be allowed to withdraw from an assignment in case of a default in payment, insufficient information and/or instructions or if there is no longer any trust between the client and the advocate/lawyer/law firm.

13.3 When terminating or withdrawing, the client is obliged to pay the law firm for any work performed and expenses incurred before the assignment was terminated or withdrawn from, as well as reasonable fees for winding up the assignment.

14. Changes to the General Terms and Conditions

14.1 These General Terms and Conditions may change from time to time. The most recent version is available at the law firm’s website, www.zenitlaw.se. Changes to the General Terms and Conditions shall apply only to assignments that began after the amended version was published on the website.

15. Applicable law and disputes

15.1 These General Terms and Conditions and the law firm’s assignments shall be subject to Swedish material law.

15.2 If the client is carrying out business activities, any disputes arising out of these General Terms and Conditions shall be resolved in the general courts, with the Stockholm City Court as the first instance.

16. Information about the Swedish Bar Association’s Consumer Disputes Committee

16.1 Disputes regarding services provided by the law firm to a consumer may – if the dispute arose after 11 January 2016 and the circumstance that gave rise to the dispute also occurred after this date – be adjudicated by the Swedish Bar Association’s Consumer Disputes Committee. In this context, consumer refers to a natural person who is acting outside the scope of his or her own commercial or professional activities.

16.2 If a client who is a consumer is dissatisfied with the services provided by the law firm, the client shall begin by contacting the lawyer in charge of the assignment at the law firm to discuss the matter and attempt to reach a solution by mutual agreement. If the client has not contacted the lawyer in charge of the assignment or the law firm to discuss the complaint and attempt to reach a solution by mutual agreement, but instead turns directly to the Consumer Dispute Committee, the Committee may reject the claim. The matter can only be settled by the Consumer Dispute Committee if the matter is not already being handled, or has been settled, in court.

16.3 If a matter has been raised with the law firm’s insurance provider, the matter must be resolved within the scope of the insurance policy before the consumer can turn to the Consumer Dispute Committee. Accordingly, an insurance matter can be considered to constitute a part of the solution by mutual agreement that should be concluded before the matter is initiated with the Consumer Dispute Committee. If a matter is submitted to the Consumer Dispute Committee anyway, the Committee will declare a stay in proceedings until the insurance matter has been resolved.

16.4 If it is not possible to reach a solution by mutual agreement, the law firm is obliged to inform the client of the possibility to have the matter tried within the framework of the Swedish Bar Association’s Consumer Dispute Committee. In addition, the law firm is obliged to cooperate with the Consumer Dispute Committee’s adjudication if it has not been possible to reach a solution by mutual agreement.

16.5 To bring a dispute, the consumer must turn to the Consumer Dispute Committee within one year of submitting the written complaint to the Law Firm or the lawyer in charge of the assignment.

16.6 For further information, please refer to the Swedish Bar Association website:

www.advokatsamfundet.se

17. 15. Handling of personal data

17.1 Zenit Advokatbyrå CL AB, Zenit Advokatbyrå HJ AB, or Lars Björk under the trade name Zenit Advokatbyrå are three entities that work together under the company name Zenit Advokatbyrå.

17.2 Zenit Advokatbyrå AB is responsible for personal data that any of the entities i) Zenit Advokatbyrå CL AB, ii) Zenit Advokatbyrå HJ AB, or iii) Lars Björk under the trade name Zenit Advokatbyrå (hereinafter referred to collectively as the “law firm”) receives in connection with an assignment or that is otherwise processed in the preparation or administration of the assignment.

17.3 You are not required to provide personal data to the law firm, but without it, the law firm will not be able to accept an assignment because it would not possible to carry out the necessary checks regarding conflicts of interest and money laundering. The law firm processes the data to be able to perform mandatory checks regarding conflicts of interest and (where applicable) money laundering, to perform and manage the assignment, to safeguard your interests, and for accounting and invoicing purposes.

17.4 These data are processed by the law firm based on the legitimate interests of the law firm and the client, in order to fulfil the agreement with the client and to meet legal obligations incumbent on the law firm. In the law firm’s assessment, processing in which different interests are weighed in is in the legitimate interests of the law firm in: i) completing its assignment for the client in an efficient, functional and service-oriented manner with favourable opportunities for communication with the client; ii) conducting efficient and accurate invoicing, accounting of assignments and fees, collecting receivables and otherwise safeguarding the law firm’s rights in connection with the assignment; iii) being able to monitor and develop its operations; (iv) being able to determine, demand or defend the legal claims of the client or the law firm.

17.5 Personal data may be transferred between the firms that cooperate within the law firm to perform checks regarding conflicts of interest or money laundering, to exchange information and knowledge and to allocate resources.

17.6 The law firm will not disclose personal information to third parties other than in cases where (i) this has been agreed specifically between the law firm and you, (ii) when this is necessary within the framework of a particular assignment to exercise your rights, (iii) if necessary for us to comply with statutory obligations or to comply with decisions by public authorities or court rulings; or (iv) in the event that we hire third-party service providers to perform assignments on our behalf. Details may be disclosed to courts, authorities, counterparties and counterparty representatives if necessary in safeguarding your rights.

17.7 Personal data is stored, in accordance with the obligations incumbent on the law firm in accordance with the Guidelines on Good Advocate Conduct, for a period of ten years from the date of completion of the case or a longer period of time if so required by the nature of the matter.

17.8 You are entitled, free of charge, to request information from the law firm regarding the use of the personal data relating to you. At your request, we will correct or delete information that is incorrect, or limit the processing of such data. You are also entitled to request that your data not be processed for direct marketing purposes. You are also entitled to access and review your personal data in a machine-readable format [or, if technically possible, to transfer the data to a third party assigned by you]. If you are dissatisfied with our handling of your data, you may file a complaint with a regulatory authority, which in Sweden is the Swedish Data Protection Authority (www.datainspektionen.se). You may also contact the supervisory authority in the country in which you live or work. [

17.9 We always endeavour to process your personal data within the EU/EEA. However, depending on the nature of the assignment and other circumstances, it may be necessary for us to process personal data outside the EU/EEA. Regardless of the country in which your personal data are processed, we take reasonable legal, technical and organisational measures to ensure that the level of protection corresponds to that within the EU/EEA. If personal data is processed outside the EU/EEA, the level of protection is guaranteed either by a ruling by the European Commission that the country in question ensures an adequate level of protection or through the use of appropriate safeguards.

17.10 The organisation responsible for personal data is Zenit Advokatbyrå AB, corporate identification number 556785-7791,