Terms and Conditions
Version 2023:1
1 General
1.1 These terms apply to all services provided by XR Legal Advokat AB (“XR Legal”) to its clients. By instructing XR Legal, you are deemed to have accepted these general terms.
1.2 The Swedish Bar Association’s guiding rules on good professional conduct also apply to XR Legal’s services.
1.3 Any deviations from these general terms must be agreed in writing.
1.4 In the event of any conflict between these general terms and the Engagement Letter, the Engagement Letter shall prevail.
2 The parties’ undertakings
2.1 XR Legal shall perform the Engagement with the skill and care required under the professional conduct rules applicable to XR Legal.
2.2 The Client shall, upon request by XR Legal, without delay provide complete and accurate information needed to perform the Engagement. If the Client, or a third party designated by the Client, delays in providing information and materials or fails to take actions required for performance, this may cause delays and additional costs. XR Legal is not responsible for such delays and additional costs, whether increased fees or other costs. Unless otherwise agreed in the Engagement Agreement, the Engagement is based on the information and materials provided by the Client. XR Legal assumes that such information and materials are correct and complete and does not independently verify them. XR Legal is not responsible for conclusions or recommendations based on incorrect or incomplete information from the Client or third parties designated by the Client. If there are obvious reasons to assume that information received is incorrect or incomplete, the Client shall be informed promptly. During performance, the Client shall ensure that XR Legal receives timely information about any changes to the assumptions for the Engagement.
2.3 Where required under the Bar Association’s rules, XR Legal shall send written confirmation of the scope of the engagement.
3 Measures under the Anti-Money Laundering and Terrorist Financing Act
3.1 Under the Anti-Money Laundering and Terrorist Financing Act (2017:630), XR Legal is obliged before accepting an Engagement to identify the Client’s representatives and each natural person who, directly or indirectly, owns more than 25 per cent of the Client or otherwise exercises decisive influence over the Client (“Beneficial Owner”), and to obtain and retain relevant documentation. The Client shall without delay provide information requested by XR Legal and inform XR Legal of changes regarding the Client’s representatives and Beneficial Owner relative to information provided before acceptance of the Engagement.
3.2 XR Legal shall, in accordance with law and to the extent justified having regard to identified risks of money laundering and terrorist financing, verify and document that transactions carried out are consistent with XR Legal’s knowledge of the Client, its business and risk profile and, where needed, the origin of its funds. Where there is suspicion of money laundering or terrorist financing, XR Legal is obliged to report such suspicions to the relevant authority. XR Legal cannot be held liable for any damage caused to the Client, directly or indirectly, as a result of XR Legal fulfilling its statutory obligations.
4 Processing of personal data
4.1 Before acceptance of and in connection with the Engagement, XR Legal, or others engaged by XR Legal, may collect, use, transfer, store or otherwise process information relating to an identified or identifiable natural person (“Personal Data”) in the jurisdictions where they operate. XR Legal undertakes to process Personal Data in accordance with applicable law and XR Legal’s privacy policy in force from time to time. See “Privacy” at www.xrlegal.se for further information on how we process personal data.
5 Reporting etc.
5.1 Where the Engagement includes delivery of documents, the following applies. XR Legal fulfils its Engagement by delivering final documents (in paper and/or electronic form) to the Client. Documents may include advice and recommendations in reports, meeting notes, correspondence, opinions and documents prepared at the Client’s request.
5.2 During performance and at the Client’s request, XR Legal may orally (by telephone or meetings) and more informally answer direct questions or otherwise provide comments. Because this may involve a quick response or comment on a complex issue where XR Legal does not have access to complete and accurate information, XR Legal is not liable until the response or comment has been confirmed in writing.
5.3 Draft documents provided to the Client during the work do not constitute XR Legal’s final position, and the Client may never rely on or act, or refrain from acting, on the basis of such drafts.
6 Staffing of the Engagement
6.1 XR Legal undertakes to staff the Engagement so that the undertaking under section 2 is fulfilled. If the parties have agreed in the Engagement Letter or other Engagement Agreement document which staff shall form part of the engagement team – without limiting the right to replace staff – XR Legal may replace staff provided this does not adversely affect XR Legal’s undertaking under section 2, increase costs for the Client or materially disrupt any agreed timetable.
6.2 If the Engagement Letter does not specifically regulate XR Legal’s right to engage sub-consultants, XR Legal may, where appropriate, engage sub-consultants provided they fulfil XR Legal’s undertaking under section 2. XR Legal is responsible for sub-consultants’ work as its own and is entitled to remuneration for work performed by a sub-consultant forming part of the Engagement.
7 Fees, disbursements etc.
7.1 Unless otherwise specifically agreed in the Engagement Letter, the following shall apply to fees, disbursements and costs, applicable taxes and charges etc.
7.2 XR Legal’s fees always comply with the Swedish Bar Association’s applicable rules. Fees for the Engagement will be charged according to the calculation bases stated in the Engagement Letter. If such bases are lacking, XR Legal will charge a reasonable fee taking into account, inter alia, resources including specialist knowledge, complexity, research and know-how developed by XR Legal, use of technology and structural capital, and whether the Engagement was so urgent that work had to be performed outside ordinary working hours, on weekends or during holiday periods. If the Engagement Letter states an estimated fee, XR Legal shall notify the Client in writing as soon as it is apparent that the estimated fee will be exceeded. The Client shall within ten (10) business days of such notice inform XR Legal of any objections.
7.3 XR Legal is entitled to reimbursement for disbursements and costs in connection with the Engagement, such as application and registration fees and travel, subsistence and accommodation expenses. The Client shall pay XR Legal any VAT or other tax chargeable in connection with the Engagement.
8 Invoicing and payment terms etc.
8.1 Unless otherwise specifically agreed in the Engagement Letter, the following applies. XR Legal invoices the Client on an ongoing basis based on work performed and disbursements made.
8.2 XR Legal may alternatively invoice the Client on account based on estimated fees for the Engagement. In such cases, the final invoice for the engagement shall state the total fee from which amounts paid on account are deducted.
8.3 In certain cases XR Legal requests an advance before the engagement begins. The advance is applied against future invoices. The total fee for the engagement may be higher or lower than the advance amount.
8.4 The Client shall pay no later than fifteen (15) days from the invoice date. Late payment interest is charged under the Interest Act (1975:635).
8.5 If the Client fails to pay a claim on time, XR Legal has the right to immediately suspend the Engagement until the outstanding claim is paid in full, and XR Legal is then free from liability for delay or other damage that may result from the suspension. XR Legal may terminate the Engagement Agreement if the Client has still not paid more than thirty (30) days after the due date. The same applies if the Client fails to pay on time for any other engagement performed by XR Legal.
9 Confidentiality, use rights and intellectual property
9.1 XR Legal protects information provided by the Client in an appropriate manner and in accordance with applicable rules on good professional conduct.
9.2 When a particular engagement has become generally known, XR Legal may refer to the engagement in marketing materials. Such information may only contain details already in the public domain. If XR Legal has reason to assume the Client would react negatively, XR Legal will seek the Client’s consent before providing information.
9.3 The Client has no right to disseminate or use material provided by XR Legal in performing the Engagement, such as results in the form of reports prepared during the Engagement (“the Result”), to third parties or within its own organisation beyond what follows from the Engagement Letter. XR Legal may without limitation reuse or exploit the content of the Result in other engagements provided this does not conflict with section 9.1.
9.4 XR Legal retains ownership of all intellectual property rights, both owned or developed before the Engagement and developed during the Engagement. The Client may however use intellectual property rights owned or developed by XR Legal to benefit from the Result, but not beyond section 9.3. If the Engagement covers or relates to intellectual property rights owned or developed by the Client and modified or developed through XR Legal’s contributions during the Engagement, the Client retains full ownership of those rights. XR Legal may however – unless otherwise agreed in the Engagement Letter – reuse or exploit the knowledge and know-how contributed to the Client, provided this does not conflict with section 9.1. Neither party may use the other party’s trademarks, logos or other distinguishing marks without express written consent.
10 Conflict of interest
XR Legal may be prevented from representing a party if there is a conflict of interest in relation to another client. We therefore carry out a conflict check under applicable rules on good professional conduct before accepting an engagement. Despite such checks, circumstances may arise that prevent us from representing you in an ongoing or future engagement. Should this occur, we endeavour to treat our clients fairly having regard to applicable rules on good professional conduct. It is therefore important that you provide us before and during the engagement with information you consider relevant to determining whether an actual or potential conflict of interest exists.
11 Term and termination
11.1 The Engagement Agreement takes effect from the date stated in the Engagement Letter or from the date the Engagement begins if no start date is stated. The Engagement Agreement remains in force until the Engagement is completed.
11.2 A party may terminate the Engagement Agreement with immediate effect by written notice if the other party breaches the Engagement Agreement, the breach is material and no remedy is made within thirty (30) days of a written request.
11.3 A party may terminate the Engagement Agreement with immediate effect by written notice if the other party is unable to pay its debts or has a bankruptcy administrator, business reorganisation administrator or liquidator appointed, or if there is reason to assume that any such event will occur.
11.4 Upon termination of the Engagement Agreement, the Client shall pay XR Legal fees, disbursements and other costs under section 7 to which XR Legal is entitled up to the termination date. If termination is not made under section 8.5 or is made by the Client and is not based on a material breach by XR Legal, the Client shall also compensate XR Legal for other reasonable costs arising in connection with termination, including costs for sub-consultant agreements, special investments occasioned by the Engagement and special wind-down costs due to early termination. XR Legal shall take reasonable measures to limit such costs as far as possible.
12 Liability
12.1 XR Legal is not liable for damage caused by Swedish or foreign law or official action, acts of war, strike, blockade, boycott, lock-out or any similar circumstance. Regarding strike, blockade, boycott and lock-out, the reservation applies even if XR Legal itself is subject to or takes such industrial action.
12.2 XR Legal performs the Engagement in accordance with applicable rules and based on its understanding of applicable statutory interpretation and case law at the time the Engagement or part of it is performed. XR Legal has no liability for consequences of legislative changes or reinterpretations made after the date on which XR Legal reported the Engagement or a relevant part of it.
12.3 Unless otherwise agreed in the Engagement Letter, the result of the Engagement is intended for use by the Client only, and XR Legal therefore accepts no liability to third parties or outsiders who seek to use, benefit from or rely on work performed by XR Legal in the Engagement. The Client shall indemnify XR Legal against any claim for compensation made by third parties – including XR Legal’s own costs due to third-party claims – arising from the Client making the Result, or any part of it, available to third parties. The Client is however not liable for third-party claims if it can be shown that XR Legal acted intentionally or with gross negligence.
12.4 Damage other than that referred to in sections 9.1, 9.2 and 9.3 shall be compensated by XR Legal only if XR Legal has acted negligently. XR Legal is in no case liable for loss of production, lost profit or any other indirect or consequential damage of any kind.
12.5 Where XR Legal’s liability is not regulated by law, XR Legal’s liability for all damage, losses, costs and expenses in the Engagement is limited to the higher of either two (2) times the fee paid for the Engagement under the Engagement Agreement or ten (10) times the price base amount under the Social Insurance Code (2010:110) applicable when the Engagement Agreement was entered into. The limitation does not apply where it is shown that XR Legal caused the damage intentionally or through gross negligence.
12.6 The Client shall without delay notify XR Legal in writing of errors or deficiencies in performance of the Engagement or part of it that the Client discovers or ought to discover. The notice shall contain clear details of the nature and extent of the error or deficiency. Following a notice or complaint, XR Legal shall be given a reasonable opportunity to remedy the error or deficiency – if possible – before the Client claims compensation. The Client’s right to damages or other remedy is forfeited if notice is not given within a reasonable time. To pursue a damages claim against XR Legal, the Client must first give notice and then present the damages claim in writing no later than twelve (12) months after the notice.
13 Reportable arrangements under the Tax Procedures Act
Due to lawyers’ duty of confidentiality, we are not entitled to report reportable arrangements to the Swedish Tax Agency. However, we are obliged to inform you as client that you have your own duty to submit such information under Chapter 33 b of the Tax Procedures Act.
14 Notices
Complaints, terminations and other notices regarding application of the Engagement Agreement, and changes of address, shall be sent by courier, registered mail, e-mail or fax to the parties’ latest stated addresses.
15 Partial invalidity
If any provision in the Engagement Letter is found invalid, this shall not mean that these general terms or the Engagement Agreement as a whole is invalid. To the extent invalidity affects a party’s rights or obligations, reasonable adjustment shall be made instead.
16 Applicable law
16.1 Swedish law, excluding its conflict-of-law rules, shall apply to the Engagement.
16.2 Clients who are consumers may, under certain conditions, refer fee disputes and other financial claims against XR Legal to the Swedish Bar Association’s Consumer Disputes Board. For further information, see www.advokatsamfundet.se/Konsumenttvistnamnden.
17 Disputes
Disputes arising from the Engagement shall be determined under Swedish law by a general court with Stockholm District Court as the court of first instance.