Our General Terms and Conditions
- Application and interpretation
1.1 These general terms and conditions apply to all services provided to clients by DER Disputes AB, (“DER Disputes” or “We”), unless otherwise stipulated by law or specific agreement.
1.2 Engaging the services of DER Disputes implies your acceptance of these general terms and conditions.
- The agreement and our services
2.1 DER Disputes will, to the best of its ability and within the framework of the law, safeguard your interests. All assignments undertaken by us shall be performed with care, precision, and due diligence.
2.2 The contractual relationship is entered into with DER Disputes. We do not accept assignments for individual partners or employees. This applies even if it is your explicit or implicit intention that the work should be carried out by specific individual(s).
2.3 The employees of DER Disputes and other individuals working for or engaged by DER Disputes are subject to these general terms and conditions. None of them bear individual responsibility towards you.
2.4 All aspects and issues within a legal process, a transaction or a business arrangement are considered a single assignment, even if it involves multiple legal or physical persons, and is handled by various lawyers within DER Disputes. This applies even if it pertains to multiple legal domains or if separate invoices are issued.
2.5 When a case becomes publicly known, we reserve the right to disclose information about our involvement and other publicly known details for marketing purposes, including displaying your logos in our promotional materials. If a case is not publicly known, we will disclose our involvement only with your explicit consent.
2.6 Our services include DER Disputes’ expertise, legal advice, and the expertise required in each individual case. We will collaboratively define the scope of the assignment with you.
2.7 If the scope of the assignment changes thereafter, we may have to replace the individual or individuals working on your assignment. This will naturally take place in agreement with you.
2.8 The assignment is determined by the instructions provided by you and accepted by us. The advice and services provided by DER Disputes are also specifically tailored to these instructions and, therefore, cannot be utilized for other matters not covered by the assignment.
2.9 The advice we provide is based on the legal situation at the time of the assignment. Should we provide mathematical calculations or express opinions on matters other than legal, this does not constitute advice and should therefore not be considered part of our services. The advice we provide never implies a guarantee of a certain outcome.
- Client knowledge and personal data
3.1 DER Disputes is under a legal obligation to check the identity of our clients and their ownership structure as well as to seek information about the matter and in certain instances the origin of funds and other assets, and such obligations apply as a rule before our work commences. DER Disputes may consequently ask for identification papers in respect of you and any other person who is acting on your behalf and, if you are a legal entity, the individuals who are in ultimate control of you (so called beneficial owners) as well as documentation indicating the origin of funds and other assets. In addition, DER Disputes is under a duty to verify the information and for these purposes DER Disputes may obtain information from external sources, for instance databases. All information and documentation obtained will be retained by DER Disputes.
3.2 By way of these General Terms and Conditions and through DER Disputes’ privacy notice as amended from time to time and available at www.derjuridik.se, you are hereby informed that DER Disputes processes your personal data for the purposes mentioned in this clause 3. Generally, DER Disputes will also need to process the personal data of your representatives and beneficial owners for the same purposes. Our privacy notice informs you of your rights in relation to DER Disputes’ processing of your personal data. If you have any questions, kindly contact the responsible partner for the assignment or our personal data officer at kontakt@derdisputes.com.
3.3 DER Disputes is required by law to disclose suspicions of money laundering or terrorism financing to police authorities. DER Disputes is not permitted to inform you that DER Disputes has suspicions or that DER Disputes has made or is contemplating making disclosures to the police authorities. In case of any suspicions of money laundering or terrorism financing DER Disputes is required to decline or withdraw from the engagement.
3.4 DER Disputes does not accept any liability for any loss or damage flowing directly or indirectly from DER Disputes’ compliance with DER Disputes’ duties (as DER Disputes understands them) outlined in clauses 3.1 and 3.3.
- Authority
4.1 When you instruct DER Disputes, you thereby give DER Disputes the right, unless you notify DER Disputes otherwise, to take any action which DER Disputes considers necessary or suitable to carry out the engagement. For instance, DER Disputes shall have the right to engage other advisers and professionals and to otherwise incur reasonable costs on your behalf. If DER Disputes engages other advisers and professionals, DER Disputes may ask that you contract them directly and thereby assume direct responsibility to them for the payment of their fees and costs.
- Services
5.1 For each engagement one of DER Disputes’ partners will be primarily responsible for the provision of DER Disputes’ services (the engagement partner). That partner has complete discretion to deploy such of DER Disputes’ lawyers and other staff as he or she deems necessary or desirable to ensure appropriate delivery of the services.
5.2 DER Disputes’ advice is tailored to the circumstances in the specific engagement, the facts presented to DER Disputes and your instructions. Accordingly, the advice may not be relied on in any other matter or used for any other purpose than that for which it was given.
- Intellectual property rights
6.1 The copyright and other intellectual property rights in work products that DER Disputes generates for you vest in us although you have the right to use such work products for the purposes for which they were provided. Unless expressly agreed otherwise, no document or other work product generated by DER Disputes may be generally circulated or used for marketing purposes.
- Confidentiality and disclosure
7.1
DER Disputes will protect the information you disclose to DER Disputes in an appropriate manner and in accordance with the relevant code of conduct. DER Disputes is however in certain instances required by law or permitted by the relevant code of conduct to disclose such information.
7.2 Where DER Disputes agrees to carry out an engagement for more than one client, DER Disputes has the right to disclose such materials and other information that one of the clients has imparted to DER Disputes to the other clients.
7.3 If DER Disputes engages or liaises with other advisers or professionals in the course of an engagement, DER Disputes may communicate to them all materials and other information which DER Disputes believes may be relevant to assist them in advising or carrying out other work for you. The same applies to materials and other information that DER Disputes has obtained as a consequence of the checks and verifications carried out by DER Disputes according to clause 3.1.
7.4 If DER Disputes does not charge VAT on DER Disputes’ services to you, DER Disputes is required by law in some cases to provide information to the tax authorities concerning your VAT number and value of the delivered services. When you instruct DER Disputes, you are deemed to have consented to DER Disputes providing this information to the tax authorities.
7.5 When a matter has become publicly known, DER Disputes may disclose DER Disputes’ involvement on your behalf in our publicity material and on DER Disputes’ website. Such disclosure may only contain information about the matter that is already in the public domain.
- Fees and expenses
8.1 DER Disputes’ principles for charging fees follow the relevant code of conduct and DER Disputes’ fees are normally determined on the basis of a number of factors, such as time spent, the complexity of the work, the qualifications, experiences and resources required, the amounts involved, the risks assumed (if any) by DER Disputes, time constraints and the result achieved. This list is not exhaustive.
8.2 DER Disputes is likely to incur certain expenses in addition to DER Disputes’ fees, which DER Disputes expects you to pay. The expenses may include such incidental costs as registration fees, registry search fees, fees of other advisers and professionals, travelling, temporary workers, catering, photocopying, courier, and telephone charges.
8.3 All fees and expenses are exclusive of added tax, which will be charged where appropriate.
- Invoicing and payment
9.1 DER Disputes’ normal practice is to send invoices monthly. DER Disputes may send you preliminary (on account) or final invoices. Preliminary invoices may not include an exact assessment of the full amount due but will give a broad indication of the work completed. In such cases, the final invoice for the matter or the part of the matter will set out the total amount of DER Disputes’ fees and expenses with the fees and expenses payable according to any preliminary invoice deducted.
9.2 In certain cases, DER Disputes may request an advance payment. Such payment will be used to settle future invoices. The total amount of DER Disputes’ fees and expenses for the engagement may be higher or lower than the amount of the advance payment.
9.3 Each invoice sets out its due date (normally not less than 15 days from the invoice date). Interest on overdue payment will be calculated according to the Swedish Interest Act from the due date until payment is received.
9.4 In litigation and arbitration, the losing party can be ordered to pay the costs (including legal fees) of the winning party. It is however in the rarest cases that all the legal expenses the winning party has incurred will be recoverable from the losing party. Irrespective of whether you should be the winning or losing party you must pay DER Disputes’ fees for services rendered and expenses incurred in representing you in litigation and arbitration.
9.5 If DER Disputes’ fees and expenses are to be financed by making use of legal costs and expenses insurance, you must still pay DER Disputes’ fees and expenses to the extent they exceed whatever is paid out under the insurance.
9.6 If you ask DER Disputes to address an invoice to someone else, DER Disputes may accommodate your request only if it is evident that the arrangement will not violate any laws, the identity and other matters outlined in clause 3 have been verified in respect of the addressee and that you, on demand, will promptly pay any amounts which have not been paid by the due date. No client relationship with such addressee is assumed.
- Liability and limitations
10.1 DER Disputes’ liability for any loss or damage suffered by you as a result of negligence or other breach of contract on DER Disputes’ part shall in respect of each engagement be limited to the sum of 50 million SEK per assignment, or, if DER Disputes’ legal fees in the specific assignment is less than one million SEK, five million SEK.
10.2 DER Disputes shall under no circumstances be held responsible for non-delivered production, profit, or any other indirect damage, loss, or consequential damage or loss.
10.3 DER Disputes’ liability to you will be reduced by any amount which may be obtained under any insurance maintained by or for you under any contract or indemnity to which you are a party or a beneficiary, unless it is contrary to the agreement with such insurance provider or other third party or your rights against such insurance provider or other third party will be prejudiced thereby.
10.4 Other advisers and professionals shall be deemed independent of DER Disputes and irrespective of whether DER Disputes has engaged them or if you have engaged them directly. Hence, DER Disputes assumes no liability for other advisers or professionals including, without limitation, for choosing or recommending them or for their advice or other services provided. The aforesaid applies regardless of whether they report to DER Disputes or to you.
10.5 If you have accepted any exclusion or limitation of liability from any other adviser or professional, DER Disputes’ total liability to you shall be reduced by the amount of the contribution that DER Disputes could have been able to recover from that adviser or professional if its liability to you had not been so excluded or limited and regardless of whether that other adviser or professional would have been able to pay the contribution to DER Disputes.
10.6 DER Disputes shall not have any liability for any loss or damage suffered as a result of the use by you of DER Disputes’ work products or advice in any other context or for any other purpose than for which it was given. Except as provided in clause 10.9, DER Disputes shall not have any liability to any third party through the use by you of DER Disputes’ work products or advice.
10.7 Unless the engagement specifically included the rendering of tax advice, DER Disputes will not assume any liability for loss or damage suffered by means of tax being imposed or the risk of tax being imposed on you as a result of DER Disputes’ services.
10.8 DER Disputes will not accept any liability for any loss or damage suffered as a result of events beyond DER Disputes’ control, which events DER Disputes reasonably could not have anticipated at the time we accepted the engagement and whose consequences DER Disputes could not reasonably have avoided or overcome.
10.9 If, at your request, DER Disputes agrees that an outside party may rely on DER Disputes’ work products or advice, this will not increase or otherwise affect DER Disputes’ liability to DER Disputes’ disadvantage, and DER Disputes can only be held liable to such outside party to the extent DER Disputes can be liable to you. Any amount payable to an outside party as a result of such liability will reduce DER Disputes’ liability to you correspondingly and vice versa. No client relationship with such outside party is assumed. The aforesaid applies also if, at your request, DER Disputes issues certificates, opinions, or the like to an outside party.
10.10 All limitations of liability applicable to DER Disputes under these terms and conditions or any separate agreement with you will also inure in all respects to the benefit of, and apply to, any partner or former partner of DER Disputes and any lawyer or any other person who is working or has worked for DER Disputes or who is engaged or has been engaged by DER Disputes.
- Complaints and claims procedures
11.1 If, for any reason, you are dissatisfied with DER Disputes’ services or have a complaint, you should notify the relevant engagement partner as soon as possible. Alternatively, you may also contact DER Disputes’ Managing Partner.
11.2 Claims shall be submitted to DER Disputes’ Managing Partner as soon as you have become aware of the circumstances giving rise to the claim. No claim may be made later than 365 days after the later (i) the date the last invoice was issued for the engagement to which the claim refers and (ii) the date the circumstances giving rise to the claim became known or could have become known to you after reasonable investigations.
11.3 If your claim is based on a claim against you by an authority or third party, DER Disputes or DER Disputes’ insurers shall be entitled to meet, settle and compromise such claim on your behalf, provided that – taking into consideration the limitations of liability in these general terms and conditions and, if any, the engagement letter – you are indemnified by DER Disputes. If you meet, settle, compromise, or otherwise take any action in relation to such claim without DER Disputes’ consent, DER Disputes will not accept any liability for such claim.
11.4 If you are reimbursed by DER Disputes or DER Disputes’ insurers in respect of a claim, you shall, as a condition for such reimbursement, transfer the right to recourse against third parties to DER Disputes or DER Disputes’ insurers by way of subrogation or assignment.
- Professional indemnity insurance
12.1 DER Disputes maintains professional indemnity insurance.
- Termination of engagement
13.1 You may terminate DER Disputes’ engagement at any time by requesting DER Disputes in writing to cease acting for you. If you do so, you must still pay DER Disputes’ fees for services provided and expenses incurred prior to the date of termination.
13.2 Law and the relevant code of conduct may set out circumstances that require or allow DER Disputes to decline or withdraw from representing a client. Among other things, this may be the case in the event of inadequate client identification, suspicious of money laundering or terrorism financing, conflict of interest, failure to make payments, failure to supply adequate instructions or the confidence and trust no longer exist between us. If DER Disputes decides to terminate DER Disputes’ engagement, you must still pay DER Disputes’ fees for services provided and expenses incurred prior to the date of termination. An engagement will in any event end when DER Disputes has fulfilled your instructions in relation to that engagement.
- Document retention
14.1 After the conclusion or termination of an engagement, DER Disputes will keep (or store with third party) essentially all documents and work products accumulated or generated in a matter, whether on paper or electronically, for a period of time which DER Disputes deems to be adequate for that particular type of engagement, however under no circumstances for a period of time shorter than that required by law or under the relevant code of conduct.
14.2 Since DER Disputes is under an obligation to retain essentially all documents and work products accumulated or generated in a matter, DER Disputes cannot meet any request by you to return (without making or retaining a copy) or destroy a document or work product in advance of the expiration of the retention period. If you ask DER Disputes to empty DER Disputes’ electronic files within DER Disputes’ document management system, DER Disputes will observe your request to the extent permitted by law and the relevant code of conduct (but retain physical copy of each document or save them onto any electronic storage media) and normally against payment if the work involved is time-consuming.
14.3 Unless otherwise expressly agreed, all original documents will be sent to you at the conclusion or termination of an engagement. DER Disputes may keep a copy of such documents for DER Disputes’ own records.
- Amendments, prevailing terms and language versions
15.1 These general terms and conditions may be amended by DER Disputes from time to time. The current version can always be viewed on DER Disputes’ website www.derdisputes.com. Amendments will become effective only in relation to matters initiated after the amended version was posted on DER Disputes’ website.
15.2 In case an engagement letter has been sent to you in respect of a particular engagement, the terms in the letter prevail if and to the extent there is any inconsistency between these general terms and conditions and the terms set out in such letter.
15.3 These general terms and conditions are produced in Swedish and in English. For clients domiciled in Sweden, the version in Swedish shall prevail. The version in English shall prevail for all other clients.
- Governing law and dispute
16.1 These general terms and conditions and the engagement letter, if any, and all issues in connection with any of them, DER Disputes’ engagement and services shall be governed by and construed in accordance with substantive Swedish law.
16.2 Any dispute, controversy or claim arising out of or in connection with these general terms and conditions or, if any, the engagement letter or the breach, termination or invalidity thereof or regarding our engagement or services, shall be finally settled by ad-hoc arbitration and in accordance with the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The seat of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English unless DER Disputes and you agree to use Swedish.
16.3 All arbitral proceedings conducted with reference to clause 16.2 and all information disclosed during such arbitral proceedings, as well as any decision or award made or declared during the proceedings, shall be kept strictly confidential. Such information, decision, or award, may not, in any form, be disclosed to a third party without the express consent of the other party. A party shall however not be prevented from disclosing such information in order to preserve its rights versus the other party or an insurance policy underwriter or if the party is required to so disclose pursuant to mandatory law or stock exchange rules and regulations or similar.
16.4 Notwithstanding clause 16.2, DER Disputes shall be entitled to commence proceedings for the payment of any amount due and disputed in any court with jurisdiction over you or any of your assets.
DER Disputes AB, corp.reg.no. 559172–1898
Email: kontakt@derdisputes.com
Webbsite: www.derdisputes.com
Address: Lilla Nygatan 14, 111 28 Stockholm
