1.1

These general terms and conditions apply to all services offered by Born Law KB (hereinafter “Born”), unless otherwise stipulated by mandatory law or by special agreement.

1.2

By engaging Born, you are deemed to have accepted these terms and conditions.

1.3

Born is part of AGRD Partners. A common code of professional conduct (the “Code”) applies to all firms within AGRD Partners and, together with these general terms and conditions, governs our services. The version of the Code in force from time to time is available here or at www.agrdpartners.com

2.1

Before commencing an assignment, Born will check whether there is a conflict of interest or other circumstances that prevent Born from accepting the assignment. Such checks will also be made during an ongoing assignment if new circumstances become known to Born.

2.2

If, as a result of a conflict of interest or other circumstance that means that Born cannot continue an assignment that has begun, or is forced to withdraw from an assignment, Born is nevertheless entitled to compensation for work performed and any accrued expenses previous to such withdrawal from the assignment.

2.3

Born has a statutory obligation to report suspicions of money laundering and financing of terrorism to the police authorities. By law, Born is prevented from informing the client if such suspicions exist or if a report to the police authorities is being considered or has been made. Furthermore, should such suspicions exist, Born is obliged to decline or withdraw from the assignment. Born cannot be held liable for any damage caused directly or indirectly to the client as a result of the fulfilment of Born’s legal obligations in these respects.

3.1

The client shall provide Born with complete and correct information necessary for the execution of the assignment.

3.2

All contacts with counterparties and authorities shall normally be made through Born and the client shall promptly inform Born if the counterparty or its representative contacts the client directly and not through Born.

4.1

Born’s work results and advice are adapted to the circumstances of each specific case and to the documentation and instructions provided by the client. They can therefore only be used for the purpose for which they were provided.

4.2

Information contained in the drafts provided is only preliminary. The client cannot rely on any information other than that contained in the final versions of Born’s documents.

4.3

Born does not provide financial, tax or accounting advice or advice on the commerciality of decisions, investments or transactions. Accordingly, we are not responsible for the financial, tax, accounting or business consequences of the decisions, investments or transactions you make or undertake.

4.4

Born only provides legal advice on applicable Swedish law. However, based on the general experience of Born’s lawyers, they may express opinions on legal issues relating to other jurisdictions. However, this should not be considered as legal advice, but only general information that must be ascertained by seeking advice from lawyers practicing in the relevant jurisdiction.

4.5

The advice Born provides is based on the legal situation at the time it is given. Unless otherwise specifically agreed, Born does not undertake to update the advice given in view of changes in the legal situation.

5.1

Born is entitled to charge the client a fee plus VAT on a monthly basis or payments on account. Furthermore, Born is entitled to a reasonable advance payment for future fees and expenses. The request for an advance payment of a certain amount does not constitute an estimate or limitation of the final fee for the assignment.

5.2

The payment term for Born’s issued invoices is 30 days from the date of issue of the invoice. In the event of non-payment, penalty interest is charged in accordance with the Interest Act (Sw. Räntelagen (1975:635)).

5.3

Assignments are invoiced, inter alia, on the basis of time spent on the assignment. When determining the amount of the fee, unless otherwise agreed with the client, an overall assessment is made of all circumstances (including time spent), e.g. the difficulty of the case, result, skill, abnormally large or small amount of time required, etc.

5.4

A request by the client that an assignment be invoiced to a third party will only be accepted if it is clear that such a procedure would not be contrary to law and that the necessary identity and conflict of interest checks have been carried out on the invoice recipient. In such a case, the client has assumed joint and several liability for the payment of the invoice. No client relationship between Born and the invoice recipient arises as a result of invoicing under this paragraph.

5.5

Born’s hourly rates are normally adjusted once a year.

5.6

If a case is decided in trial and the work performed by Born corresponds to a higher fee than the client is awarded in the ruling, Born reserves the right to invoice the client for the higher amount.

6.1

If the client’s case concerns a dispute, Legal Expenses Insurance (Sw. “rättsskyddsförsäkring”) may, under certain conditions and to a certain extent, cover the client’s and the counterparty’s legal costs. In addition to the client’s obligation to pay the deductible, the right to insurance compensation is limited in various ways, e.g. with regard to hourly fees and to a maximum amount. This means that such insurance coverage does not cover all costs. Born is not bound by the standard of reimbursement set out in the insurance conditions. The client is equally liable for Born’s hourly fees which exceed the hourly fee rate, as well as invoiced amounts which exceed any cost limit, stipulated in an applicable insurance policy.

6.2

Born is entitled to request fees and other compensation for the assignment on an ongoing basis, directly from the client, even if Legal Expenses Insurance or equivalent financing is utilized. The terms for ongoing invoicing and on account according to 1 above consequently apply regardless of whether or not the client is granted coverage from Legal Expense Insurance.

6.3

If Legal Expenses Insurance or equivalent financing is utilized by a client who is a consumer, Born is entitled to demand payment of fees and other compensation for the assignment on an ongoing basis, directly from the client, however, no more than what corresponds to the client’s calculated deductible at any given time, plus such fees and other compensation that are not covered by the Legal Expenses Insurance or equivalent financing.

6.4

If Legal Expenses Insurance or equivalent financing is utilized by a client who is a trader, Born is entitled to request fees and other compensation for the assignment on an ongoing basis, directly from the client, whereby Born undertakes to assist in ensuring that the client receives from the insurance company or equivalent the payments on account permitted by the insurance terms or equivalent.

6.5

The client who wishes to utilize Legal Expenses Insurance must notify Born of this when the assignment is submitted.

7.1

In addition to the fee, Born shall be entitled to charge the client for expenses that have been necessary for the performance of the assignment, plus VAT.

7.2

When the client engages Born, the client grants Born the right, unless the client specifically instructs otherwise, to take such measures at the client’s expense as Born deems necessary or desirable to perform the assignment to the best of its ability. This includes engaging other advisers and professional experts on behalf of the client.

7.3

If Born engages other advisors and experts, Born may request the client to contract them directly, thereby assuming direct liability for their fees and expenses.

7.4

An assignment from the client to engage and instruct other advisers or professional experts shall include the lawful authority for Born to accept limitations of liability for other advisers or professional experts on behalf of the client.

8.1

Born reserves the right to allocate personnel for the performance of the assignment. Born does not guarantee that certain individuals will participate in the performance of the assignment on an ongoing basis.

8.2

Born will assign the personnel that Born itself deems to have the required competence and who are best suited to carry out the assignment.

9.1

Should the client not provide other instructions, Born is entitled to communicate with the client, counterparties and others via e-mail, even if this may entail risks in terms of security and confidentiality. Born does not assume any liability for damages that may arise from such communication.

9.2

Born’s spam and virus filters may sometimes reject or filter out legitimate e-mail. The client should therefore follow up important e-mails to Born by telephone.

10.1

All material drafted by or held in possession of Born in relation to the assignment is Born’s property. However, the client has the right to recover all documents that the client has provided to Born, with the exception of letters or other communications to Born. The client is also entitled to recover original documents, such as minutes, certificates, contracts, expert opinions and arbitration awards. If original documentation belonging to the client is provided to Born, this documentation may be retained by Born during the performance of the assignment and returned only after the assignment has been completed. The client finally is entitled to receive copies of correspondence, court records, judgments, expert opinions and draft agreements received or issued by Born, which the client has not previously received.

10.2

Copyright and other intellectual property rights to the material produced by Born within the framework of an assignment belong to Born. The client is only entitled to use the material for the purpose for which it has been provided.

10.3

Upon completion of an assignment, Born will, within the framework of the applicable rules, preserve or store with third parties all relevant documents generated in an assignment, in paper or electronic form, in no case for a shorter period than required by the applicable rules.

10.4

Born does not undertake the assignment to preserve the client’s original documents for the future.

11.1

Born has a duty of confidentiality regarding information obtained about the client and the client’s affairs during the performance of the assignment.

11.2

If the client allows Born to cooperate with other advisors or experts in an assignment, Born is entitled to disclose information to them if the information may be relevant for them to be able to perform their duties in a satisfactory manner.

11.3

After obtaining the client’s consent, Born may publish brief information about Born’s involvement in the matter and other generally known information about it in Born’s marketing and on Born’s website, as well as refer to the assignment in quotations and in submissions to rating agencies.

12.1

The client undertakes not to use Born’s trademarks or company name in any context without Born’s prior written consent.

13.1

Born is the controller of personal data provided to Born in connection with the assignment or otherwise obtained by Born. All processing of personal data takes place in accordance with applicable personal data legislation. See our Privacy Policy on Born’s website for more information on how we process personal data.

13.2

Anyone who wants information on what personal data on him or her is processed by Born can request this in writing from Born in the manner described in our Privacy Policy.

14.1

When Born provides services to a client in another country within the EU VAT area without charging VAT, Born has a statutory obligation to provide information to the Swedish Tax Agency regarding the client’s VAT registration number and the value of the services provided. By engaging Born, the client is deemed to have consented to the disclosure of such information.

15.1

If the client has any comments on how an assignment is being or has been handled, the client should contact the Born lawyer responsible for the assignment.

15.2

If the client has a claim for damages as a result of the assignment performed, a complaint must be submitted in writing to the responsible lawyer at Born as soon as possible, stating the grounds for the claim for compensation.

15.3

Notice in accordance with the aforementioned shall be presented no later than three months after the circumstances upon which the claim is based on are known or should have been known to the client, had the client made reasonable inquiries.

16.1

Born shall only be liable for damage caused to the client by Born’s fault or negligence in the performance of the assignment.

16.2

Unless otherwise agreed at the time of the assignment, Born’s liability to you, per assignment, is limited to an amount of fifty million (50,000,000) SEK, unless Born’s fee for said assignment is less than one million (1,000,000) SEK, in which case the liability shall be limited to five million (5,000,000) SEK.

16.3

Born maintains liability insurance appropriate for the business.

16.4

If the client has provided incorrect or incomplete information as a basis for the assignment, Born shall not be liable for any deficiencies in the advice related to this.

16.5

Even if Born has stated an opinion on how the outcome of a case will be, Born has no liability if this result is not achieved.

16.6

Born is not liable for any damage arising as a result of Born’s advice being used for a purpose other than that for which the advice was provided.

16.7

Born shall not be liable for damage caused by external advisors or experts engaged, even if they have been recommended or engaged by Born within the framework of an assignment.

16.8

Born shall not be liable for damage suffered by third parties due to the use of documents or advice provided by Born in cases other than where it has been agreed between Born and the client that third parties may rely on Born’s documents or advice. In such a case, the liability towards third parties shall not extend beyond what applies towards the client under these terms and conditions.

16.9

If the client’s claim against Born is based on a third party’s or authority’s claim against the client, Born shall be entitled to respond to, settle and compromise the claim on behalf of the client, provided that Born indemnifies the client. Should the client itself settle, compromise or otherwise take action in relation to such a claim without Born’s consent, Born shall not be liable for the claim.

16.10

The client is obliged to mitigate the damage incurred. Consequently, Born’s liability shall be reduced by the amount that the client can obtain from insurance that the client has taken out or for which the client is otherwise the beneficiary.

16.11

If the client is compensated by Born or its insurer for claims, the client shall, as a condition for the compensation, assign any right of recourse against third parties to Born or its insurer.

17.1

The client is entitled, without stating the reasons therefor, to terminate the assignment prematurely.

17.2

Born reserves the right to terminate the assignment prematurely for a valid reason. The client is, except in cases referred to in paragraph 2.3 above, entitled to receive written notice of the reasons for the termination of the assignment.

17.3

If the assignment is terminated prematurely, Born is entitled to full compensation for work performed and expenses incurred in connection with the assignment.

18.1

These terms and conditions may be unilaterally amended by Born from time to time. Amendments to the terms and conditions shall only apply to assignments commenced after the amended version has been posted on Born’s website. A copy of the most recent version of these terms and conditions will be sent on request.

19.1

These terms and conditions, including the arbitration clause set forth in clause 19.2, and, if any, the specific terms for the engagement and all issues in connection with any of them, our engagement and services shall be governed by and construed in accordance with substantive Swedish law.

19.2

Disputes between Born and businesses

19.2.1

Any dispute, controversy or claim arising out of or in connection with these terms and conditions, the specific terms for the engagement (if any), our engagement or our services, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Stockholm Chamber of Commerce Arbitration Institute (the “Institute”). The Rules for Expedited Arbitrations of the SCC Arbitration Institute shall apply if the amount in dispute is less than one million (1,000,000) SEK. If the amount in dispute amounts to one million (1,000,000) SEK or more, the Arbitration Rules of the SCC Arbitration Institute shall apply. The Arbitral Tribunal shall consist of one arbitrator if the amount in dispute is more than one million (1,000,000) SEK but less than ten million (10,000,000) SEK. If the amount in dispute is ten million (10,000,000) SEK or more, the arbitral tribunal shall consist of three arbitrators. The amount in dispute shall include the claimant’s claim in the request for arbitration and any counterclaims made in the answer to the request for arbitration.

19.2.2

These terms and conditions, including the arbitration clause set forth in clause 19.2, and, if any, the specific terms for the engagement and all issues in connection with any of them, our engagement and services shall be governed by and construed in accordance with substantive Swedish law.

19.2.3

The arbitration shall be conducted in the language determined by the Institute.

19.2.4

Notwithstanding the provisions of paragraph 19.2.1 above, Born reserves the right to bring legal action for unchallenged and due claims in an application for summary payment with the Swedish Enforcement Authority, or in an application for a summons filed with a public court.

19.3

Disputes between Born and consumers

19.3.1

Disputes arising from the assignment regarding Born’s work performance or legal advice shall be settled by public court.

20.1

In accordance with the Code, each firm within AGRD Partners shall carry out conflict‑of‑interest checks in line with the principles set out therein. The firms within AGRD Partners conduct their advisory activities, and client work independently and free from influence from AGRD Partners or its owners. Conflict‑of‑interest checks are therefore carried out solely within the firm engaged by the client and do not extend to other firms within AGRD Partners. Accordingly, other firms within AGRD Partners may represent clients whose interests conflict with those of clients of Born.