Terms & Conditions
1. INTRODUCTION
Thank you for engaging with us, Cohen Advisory AB, Swedish company registration number 559462-6284 (“we”, “our”, “us”). These General Terms and Conditions (the “Terms”) apply between you, a legal person (“you”, “your”, “yours”) who has ordered legal and/or related services from us (i.e., not with any individual employed or hired by us). The Terms may be amended by us from time to time in accordance with Section 11.
If we have provided you with specific terms in relation to a certain task and there are inconsistencies between those and the Terms, such specific terms shall prevail.
By entering into an agreement with us (by accepting an offer from us) and thereby accepting the Terms, you guarantee that you have read and fully understood them and that you have the authority to enter into such agreement with us.
2. OUR SERVICES AND ENGAGEMENT
We will ensure that our services are provided in a professional manner. When you engage with us for a specific task or engagement (an “Engagement”), we may, in our sole discretion, decide what lawyer(s) that will perform the services. We have the right to engage any subcontractor that we find appropriate for the performance of an Engagement.
To the extent you receive contact information to someone within our network, any interaction between you any such person/entity is not covered by the Terms (meaning, inter alia, that we shall have no liability for an advice given by any such advisor). We are never obliged to accept any request from you regarding an Engagement.
When performing our services, we will rely on the information provided by you and that it is correct, up-to-date, and complete.
We always strive to treat all of our clients fairly. Due to our relation to another client, we might be prevented from accepting a request from you regarding an Engagement (this can also result in us having to terminate an ongoing Engagement; however, we will always use our best efforts to not put you in a tough situation). To be able to fulfil our obligations hereunder, you may have to provide us with information about your counterparties.
3. TIMELINE
Unless explicitly agreed, any agreement regarding the timeline of an Engagement shall be regarded as approximate. We always strive to deliver our work in accordance with such timeline but if we do not (for instance due to sudden illness), this shall not be deemed as a breach of contract.
To the extent we have explicitly agreed upon a certain timeline, such will be i) based on the information provided by you at the time and if we receive further information thereafter, such information may affect the timeline, ii) dependent on you being reasonably available for answering any follow-up questions that we may have for the accomplishment of the Engagement.
4. PRICE AND PAYMENT
If requested by you before the performance of an Engagement, we will, to the extent possible/appropriate, provide you with a price estimate of the Engagement based on the information provided by you at the time. If we receive further information thereafter which will or is likely to affect our fees, we will, to the extent practically possible, always strive to inform you thereof before continuing our work. Unless separately agreed, we will charge you for the Engagement based on the time spent, the complexity of the matter and the level of urgency.
To the extent expenses occur within an Engagement, we have the right to charge you for these. Such expenses may be, but are not limited to, travel costs and registration fees. We always strive to inform you about such expenses in advance.
All prices communicated by us are in Swedish Kronor (SEK) and excluding VAT.
Unless otherwise agreed, we will invoice you monthly in arrears or after completion of an Engagement, at our sole discretion, and such invoice will be due no less than 15 days thereafter.
In the event of a late payment, we have the right to i) interest in accordance with the Swedish Interest Act (1975:635) (Swedish: räntelagen), ii) charge you for any eventual reminder fees, and iii) to stop our performance of an Engagement despite any agreed timeline.
5. INTELLECTUAL PROPERTY RIGHTS
Any rights, including intellectual property rights, to the work created by us in connection with the performance of an Engagement shall vest with us. However, you have of course the right to use such work for the intended purpose. Unless you receive our prior written approval or such approval must be deemed to have been given because of the nature of the Engagement, you may not publicly disclose or otherwise publicly distribute our work. You shall protect the work created by us within the Engagement from unauthorized copying and dissemination.
6. CONFIDENTIALITY
We are aware that you may disclose trade secrets and other confidential or sensitive information (“Information”) to us for our performance of an Engagement. Therefore, we will take appropriate actions to protect your Information and not disclose it to any third party.
We have however the right to disclose your Information to all of our employees, and to our eventual subcontractors, suppliers and other third parties to the extent required for the provision of our services and provided that they are bound by a duty of confidentiality with respect to Information. This also includes the right to disclosure your Information (including, but not limited to, your VAT number and the amount invoiced to you) to public authorities to the extent required by law, regulation, or a decision of a court or relevant authority.
To the extent we receive your prior consent, we may use certain of your Information for marketing purposes.
7. PRIVACY AND SECURITY
Our processing of personal data provided by you or obtained by us form public registers for our performance of the Engagement is described in our Privacy Policy which is provided by us separately, and/or which is available at our website or through the email signature of the one of our employees with whom you have contact.
Unless otherwise requested by you, we will communicate with you via telephone, email and otherwise electronically using the Internet. We will use our best efforts to ensure the security of your Information. However, these ways of communications may be associated with security risks of which you accept that we cannot be responsible.
8. RETENTION OF WORK
Due to our obligations under law or our internal document retention policy, we will need to retain your Information and the works created by us within an Engagement for a certain time. However, if you want us to return or destroy certain information or document, we will use our best endeavors to accommodate your wishes.
9. KYC ETC.
To be able to fulfil our obligations under applicable laws, such as but not limited to regulations against money laundering and terrorist financing, we may, at any time before, during or after the performance of an Engagement, request certain information form you (such as information about your identity, the identity of any person representing you, shareholding, etc.) which you are obliged to provide to us. Further, we may always take such actions which are necessary for our fulfilment of applicable and compulsory laws, and you agree to cooperate with us for such purposes.
10. LIABILITY AND LIMITATIONS
We hope that you will be satisfied with our services, and we use our best endeavors to ensure that this will be the case. Please be aware that the advice given by us within a certain Engagement is based on the information and instructions provided to us by you, and that it will be based on the substantive laws of Sweden (only). This means that we recommend you not to use (or let any third party use) our advice for any other purpose than the intended purpose, or to re-use any document provided or advice given by us where circumstances are different. We shall not have any liability if you do so.
Please also note that we do not warrant that any document provided by us will be suitable for your needs for an unlimited time. At any time, new laws and regulations may enter into force and court decisions may be taken which affect the suitability of any document or advise priorly provided by us.
Unless explicitly agreed, our advice does not include tax analyses. However, we will try to always inform you to the extent we suspect that matters of tax need to be considered.
Our liability towards you as a result of our breach of contract or negligence shall be limited to the direct loss or damage (i.e. not including any indirect or consequential damages) that you (i.e. no third party) have incurred, as attested by a competent court, however never exceeding the lower of i) the amount that we have invoiced you by us in relation to the relevant Engagement times three; and ii) SEK one (1) million (unless otherwise separately agreed in writing). We shall not be liable for any loss or damage suffered due to circumstances which we do not control and which we could not reasonably have foreseen.
If you think that we have caused you loss and/or damage, you must let us know within three months after you noticed or should have noticed the loss/damage, and, in each case, never later than two years after completion of the relevant Engagement.
11. AMENDMENTS
These Terms may be amended by us from time to time. You will only be bound by such updated terms if we have provided them to you (directly or indirectly) and they will only apply on any Engagement ordered after such point of time.
12. TERM AND TERMINATION
These Terms apply between you and us when we have agreed on an Engagement. Further, they will apply on every Engagement agreed upon thereafter even if not explicitly referred to, however subject to Section 11.
You may terminate an Engagement before delivery, meaning that you can ask us to stop working with an Engagement at any time. In such event, we will have the right to charge you for any work performed or prepared for, and do not have to deliver the unfinished work.
We may terminate an Engagement before delivery i) in the event of your breach of contract (including if the information provided by you when agreeing on an Engagement was incorrect or incomplete), ii) if you become insolvent or is the subject of proceedings in voluntary or involuntary bankruptcy instituted on behalf of or against you, iii) if you are accused of money laundering, terrorism financing or any other criminal act, or iv) if otherwise required by law. In such case, we will have the right to charge you for any work performed.
13. CONTACT AND COMPLAINTS
You are always welcome to contact us with any inquiries, questions and/or comments on our services by using the contact details provided on our website or by email.
If you have a complaint to make regarding our (not including situations where Section 10 applies), you must inform us thereof in writing no later than six months after the time when you realized or reasonably should have realized the fact/circumstances on which your complaint is based.
14. GOVERNING LAW AND DISPUTES
The agreement between you and us (including the Terms) is governed by the substantive laws of Sweden.
We hope that the cooperation between you and us will be easy and beneficial for both you and us and that there will be no reason to observe this clause. However, in the unlikely event of a dispute arising out of or in connection with the agreement between you and us, these Terms or our service, such dispute shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”).
The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, considering 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 arbitration shall be Stockholm. The language to be used in the arbitral proceedings shall be Swedish.
Any arbitral proceeding conducted with reference to the arbitration clause shall be strictly confidential. This confidentiality clause includes all information disclosed during the proceedings as well as any decision or arbitrament arising in connection with the proceedings. Information covered by this confidentiality clause may not be transferred to any third party without the consent of the other party. However, this confidentiality clause does not include the disclosure of information as required by mandatory law, a decision of a court or authority, or where necessary in order to safeguard legitimate legal interests, or to execute, appeal or challenge a decision or arbitrament.
Notwithstanding anything to the contrary set forth above, we may always commence proceedings for any amount which you shall pay to us, and which is due in the Swedish Enforcement Authority (Swedish: Kronofogden).
15. MISCELLANEOUS
You may not assign, pledge, or otherwise encumber the agreement between you and us, or any of your rights or obligations hereunder without our prior written consent.
The failure of a party to insist on adherence to any term of the agreement between the parties shall not be considered a waiver of any right, nor shall it deprive that party of the right thereafter to insist on the adherence to that term or any other terms of the agreement.
If any provisions of the agreement between the parties or the application of it shall be declared or deemed void, invalid or unenforceable in whole or in part for any reason (including, but not limited to, any limitation of liability provision), the remaining provisions of the agreement shall continue in full force and effect. The parties shall seek to amend such void, invalid or unenforceable provisions and thereby the agreement in order to give effect to, so far as it is possible, the spirit of the agreement and to achieve the purposes intended by the parties.