Terms

These general terms and conditions (the “General Terms and Conditions”) apply to all services offered by AQR Law Advokat AB (“AQR”).

The services performed by AQR are subject to the Code of Professional Conduct of the Swedish Bar Association (Sw. Sveriges advokatsamfund) and to other ethical rules applicable to advokater (members of the Swedish Bar Association), including the rules of the Council of Bars and Law Societies of Europe (CCBE) on cross-border activities within the European Economic Area.

1. Application

1.1 The services that we provide to you – including legal advice and services, and documentation and work product relating to such advice – are collectively referred to as our engagement (the “Engagement”). The specific framework of an Engagement, including its scope and fees, is primarily set out in the engagement letter that we have entered into with you, the fee proposal we have submitted to you, or any other framework otherwise agreed with you in writing (collectively, the “Engagement Letter”). The Engagement Letter is supplemented by these General Terms and Conditions. The scope of an Engagement as presented in an Engagement Letter may subsequently need to be adjusted, extended or limited in light of the information you provide as the Engagement progresses or that otherwise comes to light at a later stage. Where required by the Swedish Bar Association's Code of Professional Conduct (Sw. god advokatsed), we will confirm the scope in writing. These General Terms and Conditions apply to our Engagement even if no Engagement Letter has been signed by you and AQR.

1.2 Unless otherwise stated in the Engagement Letter, these General Terms and Conditions apply to Engagements performed by AQR. In these terms, AQR is also referred to as “we”, “us” or “our”.

1.3 By instructing AQR, you confirm that these General Terms and Conditions apply to you and, where applicable, to the natural or legal person or entity that you represent (“you” or “your”). We may assume that instructions from you, or from anyone representing an entity, are given by a person who is authorised to instruct us on your behalf.

1.4 The Engagement Letter and these General Terms and Conditions together constitute the agreement between you and AQR and apply to the entire Engagement. This applies regardless of whether the Engagement involves several persons or entities, is based on several instructions, is performed by different teams or legal entities within AQR, concerns several areas of law, is invoiced separately and/or involves AQR acting for several persons or entities.

1.5 If an Engagement is extended, or if new Engagements are entered into between you and us, these General Terms and Conditions shall continue to apply, even if they were not sent to you in connection with the relevant Engagement.

1.6 We may amend these General Terms and Conditions from time to time. The version in force at any given time is available on our website, www.aqr-law.com. An amendment applies only to Engagements accepted after the revised version was published. Upon request, we will send you a copy of the latest version.

1.7 These General Terms and Conditions are available in Swedish and English. If you are domiciled in Sweden, the Swedish version shall apply and prevail over the English version. If you are domiciled outside Sweden, the English version shall instead apply and prevail over the Swedish version.

1.8 Newsletters, seminars and articles in which we provide general information on legal developments do not constitute legal advice. These General Terms and Conditions therefore do not cover such content.

1.9 In addition to these General Terms and Conditions, special terms may apply to an Engagement by way of an Engagement Letter, a due diligence report, an engagement confirmation or any other document prepared by us. In the event of any inconsistency between such special terms and these General Terms and Conditions, the special terms shall prevail.

2. Performance of the Engagement

2.1 We perform the Engagement professionally and in dialogue with you and your representatives. In our work, we comply with the Code of Professional Conduct and other regulations issued by the Swedish Bar Association.

2.2 For overall contact with you, we appoint one or more client relationship lawyers (Sw. klientansvarig advokat) responsible for our Engagements in relation to you. In addition, one of our advokater has primary responsibility for each individual Engagement. The lawyer with primary responsibility for the Engagement (Sw. huvudansvarig advokat) leads the work on the relevant Engagement and is free to put together the team at AQR that he or she considers appropriate for the Engagement, unless otherwise agreed. The lawyer with primary responsibility for an Engagement may be the same person as the client relationship lawyer or another advokat with relevant expertise.

2.3 Work product prepared within an Engagement is tailored to the circumstances and facts of the relevant matter and the instructions given to us. Advice given in one matter may therefore not be relied upon for assessments in another matter or for another purpose. Nor may the work product be used other than for the purpose for which it was prepared.

2.4 Our services are based on the circumstances, facts and instructions that you provide within the scope of the Engagement. We are entitled to assume that such information is accurate and complete and that the person giving us instructions is authorised to give such instructions on your behalf, unless it is evident that such person lacks such authority.

2.5 The advice we provide within an Engagement is based on the law as it stands when the advice is given. We provide legal advice only and accordingly do not provide any advice on, nor assume any responsibility for, matters of a tax, commercial, technical, operational or financial nature. General views on areas other than law, for example tax matters, which we express on the basis of our experience shall not be regarded as tax advice or advice in such other area.

2.6 We endeavour, to a reasonable extent, to take into account circumstances that may affect the continued relevance of the advice in the near future. Unless we have expressly undertaken otherwise, we are not obliged to update previous advice as a result of subsequent changes in the law.

2.7 Our advice is based solely and exclusively on Swedish law, and we do not provide any advice on or based on foreign law. Where we nevertheless express a view on the law or legal position of any other jurisdiction, such statements do not constitute advice on which you may rely.

2.8 Advice from us never means that a particular outcome can be guaranteed.

3. External Advisers

3.1 AQR is entitled to engage a subcontractor for legal advice within an area of law where AQR considers that it lacks the specific expertise required by the nature of the matter, or if AQR temporarily lacks the resources to perform the Engagement within the agreed time. Such subcontractor shall, however, be an advokat or an employee of a law firm. Where a subcontractor is engaged pursuant to this Clause 3.1, AQR remains fully responsible towards you for the advice provided.

3.2 If the Engagement requires the involvement of another external adviser or consultant (such as a tax adviser, financial adviser, foreign lawyer or equivalent), we may assist you in identifying and instructing such third party. Unless specifically agreed otherwise, the adviser or consultant is independent of us and we accept no responsibility for advice given by such adviser or consultant.

4. Client Due Diligence, Conflicts of Interest and Personal Data

4.1 Before accepting an Engagement, we check, in accordance with the applicable rules of the Swedish Bar Association's Code of Professional Conduct, whether a conflict of interest exists in relation to any other client. In order for us to assess whether an actual or potential conflict of interest exists, you need to provide the information that you consider may be relevant to that assessment.

4.2 Before an Engagement can commence, we may, where applicable, need to obtain information and carry out documented checks in order to assess, manage and prevent the risk of money laundering, terrorist financing and breaches of international sanctions. The documentation you may need to provide to us depends on the circumstances of the individual case, and we are under no obligation to commence the Engagement until the required information and documentation (in our assessment) has been provided to us and the outcome of such checks is, in our assessment, satisfactory. We are obliged to retain identity documents and other documentation obtained in the course of these checks.

4.3 It is specifically noted that AQR is obliged to report any suspicion of money laundering or terrorist financing to the Swedish Police Authority and, in such case, to decline or withdraw from the Engagement. In such case, we are also prohibited from informing you of the existence of such suspicion. In addition, in certain cases we are required by law to provide the tax authorities with your VAT registration number and the value of the services we have provided.

5. Personal Data

AQR is the controller of the personal data processed within the Engagement, including personal data relating to contact persons at clients that are legal persons. If you are a legal person, you are requested to inform the natural persons representing you in the Engagement, as well as the persons who control you, that we process their personal data, with reference to our privacy policy. The privacy policy contains information on how we process personal data. The privacy policy is available on our website www.aqr-law.com.

6. Communication and Work Tools

As part of the performance of our services, we use electronic work tools, cloud-based solutions and AI tools, and communicate via the internet, e-mail and video conferencing. The use of such tools and communication channels is not free of risk, even though we take reasonable measures to ensure that we and the providers of such services maintain a high level of information security and availability. We therefore accept no liability for damage arising from the use of such tools/services unless you have expressly and in writing asked us not to use such tools/services before we accept an Engagement. Nor do we accept any liability for damage arising from the use of platforms and other IT services that you have asked us to use.

7. Fees

7.1 Our fees are charged in accordance with the Swedish Bar Association's Code of Professional Conduct on the basis of an overall assessment of several factors, such as the complexity of the Engagement, the values involved in the Engagement, the time spent, the skill and experience required by the Engagement and the risk assumed by AQR in the Engagement.

7.2 Fee estimates provided in connection with the submission of a fee proposal prior to an Engagement are merely preliminary estimates based on our overall experience of similar engagements, the information on the nature and scope of the Engagement and any other information provided to us in connection with the fee proposal. A fee estimate does not constitute an offer of a fixed fee unless this has been expressly stated in writing.

7.3 In addition to the fee, we charge costs incurred in connection with the Engagement, such as travel expenses, registration fees, courier costs and other disbursements.

7.4 Our hourly rates are normally adjusted once a year. Individual rates may also change as experience and seniority increase. All prices and costs are stated exclusive of value added tax (VAT), which is charged where we are required by law to do so.

8. Invoicing and Payment

8.1 Invoicing takes place monthly unless otherwise specifically agreed. Unless otherwise specifically agreed, payment is due 15 days from the invoice date. In the event of late payment, default interest in accordance with the Swedish Interest Act (Sw. räntelagen (1975:635)) is charged on the unpaid amount from the due date until full payment has been received by us.

8.2 Invoicing may take place on account (Sw. à conto) or by way of a final invoice. We may also request that fees be paid in advance, in which case such payment will be set off against work subsequently performed. Where payment is made in advance, the total fees for an Engagement may be either higher or lower than the advance amount.

8.3 In a dispute (whether court proceedings or arbitration), the starting point is normally that the losing party compensates the winning party for its litigation costs. In certain cases, however, the allocation of litigation costs is determined differently. Regardless of whether you win or lose the dispute, and regardless of whether you receive compensation from the opposing party where the opposing party has been ordered to compensate you for your litigation costs, you are obliged to pay us for the services we have performed within the Engagement.

8.4 Even if you make a claim under legal expenses insurance (Sw. rättsskyddsförsäkring) or intend to finance our fees and costs with public funds (such as legal aid), you must pay the invoices issued by us in accordance with our invoicing procedures. This also applies to the part of the invoiced amount that exceeds what can be recovered from insurance and/or public funds.

9. Liability and Limitations of Liability

9.1 All Engagements performed by AQR, and all undertakings and agreements entered into in connection therewith, are exclusively between you and AQR as a legal entity. No Engagement or undertaking shall be deemed to have arisen between you and any partner, employee, consultant or other natural or legal person related to or associated with AQR. Accordingly, claims in connection with an Engagement – on whatever basis – may be brought only against AQR and not against any such related person.

9.2 Our liability is limited to direct loss arising as a direct consequence of a proven error or negligence in the performance of the Engagement. Accordingly, we are not liable for indirect or consequential loss, such as loss of profit, loss of revenue, loss of data, loss of goodwill or other indirect losses, regardless of whether we have been informed of the risk of such loss.

9.3 Unless the Engagement Letter or special terms established in the Engagement (for example by way of a due diligence report) expressly state otherwise, our aggregate liability for damages under any single Engagement is limited to fifty (50) million Swedish kronor (SEK). If the total fees that we have invoiced you in the relevant Engagement amount to less than one (1) million Swedish kronor (SEK), our aggregate liability is instead limited to five (5) million Swedish kronor (SEK). Price reductions or other remedies may not be awarded in addition to damages. Nor do we accept any obligation to pay liquidated damages or contractual penalties (Sw. vite).

9.4 We are not liable for loss arising when you take action in connection with the Engagement or our advice in another context, or when you use the advice outside the context for which it was given. Nor do we compensate damage or loss suffered by third parties. The same applies to loss resulting from circumstances that we could not reasonably have foreseen, that arise from circumstances beyond our control and the consequences of which we could not reasonably have avoided or overcome, and to loss caused by our compliance with the applicable rules of professional conduct for advokater or applicable law. Our liability is further limited to the loss you actually suffer. This means, inter alia, that the amount of liability shall be reduced by amounts that you receive – or are entitled to receive – under insurance that you have taken out or are otherwise covered by, or as compensation that you may receive under an agreement, indemnity or similar entered into for your benefit, provided that your rights under the insurance terms, the agreement or the indemnity are not restricted as a result.

9.5 We are not liable for advice, statements or services provided by foreign lawyers, auditors, tax advisers or other external advisers engaged by you, regardless of whether they were engaged on your behalf with our assistance or whether you were referred to them by us. Your agreement with any such adviser is a separate legal relationship between you and the external party. If we and a third party, jointly or severally, are liable for any damage or loss, our liability shall be limited to the amount that is reasonable having regard to the extent of our responsibility for the damage. If you have agreed that a third party's liability is to be limited or excluded altogether, our liability shall be reduced by the amount that we or you would otherwise have been able to recover from that third party.

9.6 If you request that a third party be permitted to rely on our advice, such arrangement shall not result in any increase in our liability or otherwise adversely affect us.

9.7 We are not liable for any loss you suffer as a result of our fulfilment of the obligations set out in Clause 4.

9.8 We use IT systems, IT services and providers that, in our assessment, maintain a high level of information security and availability. There is, however, no guarantee that such services are free of risk. Provided that you have not expressly asked us to avoid communication via the internet or e-mail, we are not liable for loss arising as a result of communication via the internet or e-mail, unless otherwise provided by mandatory law.

9.9 AQR maintains professional liability insurance that meets the requirements of the Swedish Bar Association. Information about the insurer and the scope of the insurance is available upon request.

10. Complaints and Claims

10.1 If you are dissatisfied with our services or wish to make a complaint, you should contact the client relationship lawyer as soon as possible. You may also ask our managing partner to review the complaint.

10.2 Claims against us shall be made in writing without undue delay after you became aware or (after reasonable enquiry) ought to have become aware of the loss and that it may have been caused by the error, negligence or breach of contract on which the claim is based. The claim shall contain an account of the alleged error, negligence or breach of contract and, as far as possible, an estimate of the anticipated loss. Claims shall in all circumstances be made within three (3) months of the later of (i) the date of our last invoice relating to the Engagement to which the claim relates, or (ii) the date on which you became aware or (after reasonable enquiry) ought to have become aware of the loss and that it may have been caused by the error, negligence or breach of contract on which the claim is based. Claims not made within the stated time limit are time-barred. Under no circumstances may a claim be made after the expiry of the statutory limitation period.

10.3 If your claim against us is based on a claim from an authority or a third party, we may, on your behalf, settle or otherwise resolve that claim. If you respond to, resolve, settle or take any similar action in respect of such claim without our consent, we shall have no liability for the claim.

10.4 If you receive compensation from us in respect of a claim, you simultaneously assign to us the right to claim compensation from the third party who is liable (subrogation).

10.5 Clients who are consumers may in certain cases refer a dispute to the Swedish Bar Association's Consumer Disputes Board (Sw. Konsumenttvistnämnden). Further information is available at www.advokatsamfundet.se/konsumenttvistnamnden.

11. Intellectual Property Rights

All copyright and other intellectual property rights in the results of our work vest in us. You may use the results for the purpose for which they were prepared. Unless the purpose requires otherwise and we have expressly agreed to it, the results may not be distributed, published or passed on. Nor may they be used in commercial activities or for marketing purposes.

12. Confidentiality and Disclosure of Information

12.1 We protect the information you provide to us in accordance with applicable law and the Swedish Bar Association's Code of Professional Conduct. If you approve our engaging or cooperating with other advisers within an Engagement, you also consent to our disclosing material and other information that we consider may be relevant.

12.2 In Engagements where the principal subject matter of the Engagement has become publicly known, for example in Engagements concerning share or business transfers which, following completion of the transfer, have been announced by press release or otherwise communicated to the public by the parties involved or by other advisers in the transaction, we reserve the right (provided that you have not previously expressly asked us not to disclose such information) to provide information in our marketing and in our channels about our involvement in the matter and about other information already in the public domain. In the context of such marketing, we may also use your logos (whether licensed or owned). If a matter is not publicly known, we may ask for your consent to describe our assistance in a corresponding manner.

12.3 Where we have accepted an Engagement for several clients, we may pass on material and other information provided to us by one of the clients to the other clients.

12.4 Under the European Union directive on mandatory automatic exchange of information in relation to reportable cross-border arrangements (DAC6), advisers are, in certain circumstances, obliged to report cross-border arrangements to the relevant tax authorities. Owing to our duty of confidentiality, we are prevented from providing such information to the relevant authority or other advisers unless you have expressly instructed us to do so and released us from our duty of confidentiality. If you do not instruct us to report the arrangement and thereby release us from our duty of confidentiality, you are yourselves responsible for ensuring that it is reported. Conversely, if you give us such an instruction, it will be considered part of the Engagement.

13. Archiving

After an Engagement has been completed, we retain or archive relevant documents and work product in physical or electronic form for at least ten (10) years from the completion of the Engagement, or longer where reasonable. When the Engagement has been completed, we will return any original documents that we have received.

14. Insider list

If you give us access to information that you consider to be inside information under the Market Abuse Regulation ((EU) No 596/2014), you shall inform us immediately. If you instruct us to do so, we will draw up and maintain an insider list. Even without such a request, we may nevertheless maintain an internal insider list. The insider list will be documented and retained.

15. Termination of the Engagement

15.1 You are free to terminate our cooperation at any time and to request in writing that we withdraw from the Engagement. In such case, you remain obliged to pay for the work we have performed up to that time and for the costs incurred up to and including the date of termination of the Engagement.

15.2 We may withdraw from an Engagement with immediate effect if any of the following circumstances exist:

• i. You fail to pay an invoice issued by us despite our having sent a reminder;
• ii. The agreed advance payment has been used up and is not replenished;
• iii. You give us instructions that clearly have no prospect of success and/or are contrary to your interests or the law, or if there is a suspicion of criminal activity;
• iv. The cooperation between us is not functioning satisfactorily; or
• v. We are entitled or obliged to withdraw from the Engagement by law, under the Swedish Bar Association's Code of Professional Conduct or for any other reason.

15.3 Also in the situations described in Clause 15.2, you remain obliged to pay for the work we have performed up to that time and for the costs incurred up to and including the date of termination of the Engagement.

16. Governing Law and Dispute Resolution

16.1 The Engagement Letter, the General Terms and Conditions and any other agreements relating to Engagements shall be governed by and construed in accordance with the substantive law of Sweden, without regard to its conflict of laws rules.

16.2 Any dispute arising in connection with an Engagement, an Engagement Letter, these General Terms and Conditions or any other agreements relating to Engagements shall be finally resolved by arbitration administered by the SCC Arbitration Institute (the “SCC”). The Rules for Expedited Arbitrations of the SCC shall apply, unless the SCC, taking into account the complexity of the case, the amount in dispute and other circumstances, determines 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.

16.3 Arbitral proceedings initiated with reference to this arbitration clause are confidential. The confidentiality covers all information disclosed during the proceedings as well as any decision or award rendered in connection with the proceedings. Information covered by confidentiality may not, in any form, be disclosed to any third party without the written consent of the other party. A party shall, however, not be prevented from disclosing such information in order to best safeguard its rights against the other party in connection with the dispute, or to its insurers, or where a party is obliged to disclose such information under any statute or regulation, decision of a public authority, stock exchange listing agreement or equivalent.

16.4 Notwithstanding the foregoing, AQR shall always be entitled to bring an action for payment of amounts due before any authority having jurisdiction over you or your assets.

AQR Law Advokat AB
Org.nr 559600-4449
c/o United Spaces Group AB, Sveavägen 34, 111 34 Stockholm
Website: www.aqr-law.com