General Terms and Conditions

1. Application, interpretation, etc.

1.1 Unless otherwise agreed, these General Terms and Conditions apply—with any additions or amendments agreed upon by the parties—to all services and engagements provided by Merino Law Firm, its parent company, or its affiliates (collectively and individually “Merino” or “we,” “us,” “our”) to our clients.

1.2 By engaging our services, you are deemed to have accepted these general terms and conditions.

1.3 We are obligated to comply with the Swedish Bar Association’s guidelines on professional conduct, as well as other laws and regulations concerning, for example, attorney-client privilege, the handling of conflicts of interest, anti-money laundering measures, and restrictions on trading in financial instruments. We are also obligated to comply with corresponding rules within other competent bar associations, including the Council of Bars and Law Societies of Europe (CCBE). In the event of a conflict between the rules of professional conduct or provisions in laws or regulations, on the one hand, and these general terms and conditions or other agreed terms for the engagement, on the other hand, applicable laws and regulations shall prevail.

1.4 We may amend these General Terms and Conditions from time to time. The current version will always be available on our website, www.merino.se. If changes are made to the General Terms and Conditions, they will apply only to assignments initiated after the amended version has been posted on our website. We will send you a copy of the latest version of the General Terms and Conditions only upon your request.

1.5 If you have received a confirmation of engagement in connection with our undertaking to perform an engagement for you, the terms of the confirmation of engagement shall, where applicable, take precedence over these general terms and conditions if the terms are inconsistent with one another.

1.6 Subject to the provisions of Section 1.4 above, any deviation from these General Terms and Conditions must be agreed upon in writing in order to be enforceable.

2. Powers

2.1 When you engage our services, you grant us the right—unless we agree otherwise—to take the measures we deem necessary and appropriate to carry out the assignment. For example, we shall have the right to engage other advisors, experts, or specialists on your behalf. If we engage such parties, we may request that you contact them directly and thereby assume direct liability for their fees and expenses. Unless otherwise agreed, however, the provisions of Section 13.4 below shall apply with respect to invoicing.

3. Services and Assignments

3.1 When these General Terms and Conditions, and where applicable the engagement letter, refer to “services,” this encompasses both legal advice and other services. When the term “engagement” is used, all aspects of a matter shall collectively be deemed to form part of a single engagement, even if the engagement involves multiple legal or natural persons and multiple instructions issued on the same or different occasions. The same applies when the service or assignment is handled by multiple individuals within Merino, if the service addresses multiple areas of law, if separate invoices are issued, or if we represent multiple legal or natural persons.

3.2 For each engagement, one of our partners is primarily responsible for the delivery of our services and the results of our work. The partner may assign attorneys and other staff to handle the engagement to ensure that it is carried out in an appropriate and effective manner.

3.3 We tailor our services and work products to the circumstances of each individual engagement, the facts presented, and the instructions you provide to us. Therefore, specific advice given on a particular matter should not be applied to another matter or used for any purpose other than that for which the specific advice was provided.

3.4 Unless otherwise specified, any draft versions of our work provided are preliminary only. We will clearly indicate which version is the final one.

4. Scope of the assignment

4.1 The scope of the assignment is determined based on what we agree upon with you and is specified in an engagement letter or other agreement drawn up or agreed upon at the start of the assignment. The engagement letter may be revised later as needed.

4.2 Only advice based on the legal situation in Sweden is covered by these general terms and conditions. However, based on our general experience with other jurisdictions, we may express our opinion regarding the legal situation in other jurisdictions. Such opinions, however, do not constitute legal advice covered by these general terms and conditions.

4.3 Unless otherwise agreed, our advice does not cover potential tax implications.

5. Identification and Personal Information

5.1 We are required by law to verify the identity and ownership structure of our clients and to obtain information regarding the matter at hand; therefore, we may ask you to provide identification documents for yourself and the individuals representing you. In certain cases, we must also verify the origin of assets and other funds and obtain information regarding the purpose and nature of the business relationship. If the client is a legal entity, the same information may be obtained regarding the natural persons who exercise ultimate control over the client (so-called beneficial owners), as well as documentation showing the source of funds and other assets. We are also required to verify this information. All information and documentation obtained in connection with such verification will be retained by us during the engagement and for the period thereafter, as described in paragraph 17 below.

5.2 By engaging our services, you are deemed to have consented to our processing of your personal data for the purposes set forth in Section 5.1 above. You are responsible for ensuring that the beneficial owners, as defined in Section 5.1 above, consent to such processing of personal data.

5.3 With regard to the processing of personal data, we apply specific terms and conditions, to which we refer. If you would like information about what personal data we process, if you wish to correct certain personal data, or if you have any other questions regarding our processing of personal data, please contact the partner who serves as the data controller.

6. Suspicion of money laundering or terrorism

We are required by law to report any suspicions of money laundering and terrorist financing to the Financial Police. We are prohibited from informing our clients of any such suspicions or whether a report has been filed or may be filed. If such suspicions arise, we are obligated to decline or withdraw from the engagement.

7. Duty of confidentiality and confidentiality

7.1 Our employees and partners are bound by a duty of confidentiality under the law and the Swedish Bar Association’s guidelines on professional conduct. We will treat all non-public information that we receive from you in connection with our work, or regarding your business or other business matters, as strictly confidential. We will not disclose such information to anyone unless we have received your approval or other instructions, or unless required by law, professional ethics, or a court judgment or decision.

7.2 In cases where we perform an engagement for more than one client, we have the right to disclose to the other clients any materials or other information that one of the clients has provided to us.

7.3 If, in the course of the engagement, we engage or collaborate with any other advisor, expert, or specialist, we have the right to disclose such materials and other information as we deem relevant to enable the advisor, expert, or specialist to provide advice or perform other services for you.

7.4 Notwithstanding our duty of confidentiality, we are required by law to disclose the information specified in section 5.1 above to the National Police Board in cases of suspected money laundering or terrorist financing. We are also required to disclose such information in connection with investigations into certain types of crimes.

7.5 In cases where you have provided a valid VAT number from another EU country, we are required to submit a periodic summary to the Swedish Tax Agency detailing the value of the services for which we have charged you in accordance with Section 11 below.

7.6 Exceptions to the duty of confidentiality also apply if it is necessary for us to defend ourselves against any claims you may make or to assert a valid claim for compensation regarding the assignment for which we have been engaged.

8. The Market Abuse Directive

If you wish for us to establish and maintain an insider list so that you can fulfill your obligations under the Market Abuse Directive (2003/6/EC) and the associated regulations, you must expressly request this from us.

9. Communication

9.1 We communicate with our clients and others involved in an engagement in various ways, including via the internet and email. Although the internet and email are effective means of communication, they pose risks from a security and confidentiality standpoint. We assume no liability for these risks.

9.2 Our spam and virus filters and other security measures may occasionally block or filter out legitimate emails. You should therefore follow up on important emails to us by phone.

10. Intellectual Property Rights

We hold the copyright and other intellectual property rights to the work products we deliver.

11. Fees and Expenses

11.1 Fees are charged in accordance with generally accepted legal practice and are determined based on factors such as the scope, nature, complexity, and significance of the assignment; the results of the work; the time spent; the risk the assignment entails for us; and the skill, expertise, and experience required for the assignment.

11.2 Upon agreement with you prior to the engagement, we may provide an estimate of the fee and keep you informed on an ongoing basis regarding the fees incurred. Such an estimate is based on the information available to us at the time of the estimate and does not constitute a fixed-price quote. We reserve the right to revise the estimate when there is reason to believe that the information is no longer current.

11.3 Subject to agreement with you and depending on the nature of the assignment, we may agree that a fee will be charged at a fixed rate, subject to a fee cap, or in some other manner.

11.4 We reserve the right to request advance payment of fees and expenses, both before we begin work on an assignment and during the course of an assignment.

11.5 Advance payments are deposited into our client trust account, separate from our own funds, and are managed in accordance with the rules of professional conduct for attorneys. We may use advance payments to settle our invoices, provided that we have not received the advance payment for any other specific purpose.

11.6 In addition to our fees, we may charge for expenses such as registration fees, investigation costs, fees for other advisors and experts, as well as courier and travel expenses.

12. Legal costs and legal expenses insurance

12.1 If the matter involves a dispute in court or arbitration, the losing party may be ordered to pay all or part of the winning party’s legal costs, including attorneys’ fees. Regardless of whether you are the winning or losing party in the proceedings, you are required to pay for our work and our expenses.

12.2 If you are entitled to compensation under an insurance policy, such as legal expenses insurance, to cover part of our fees, you are nevertheless responsible for ensuring that our fees are paid in the amounts and at the intervals specified in the invoice and as otherwise agreed.

13. Billing and Payment Terms

13.1 Unless otherwise agreed, invoices are issued monthly and are due for payment 15 days from the invoice date. We charge late payment interest in accordance with the Interest Act for late payments.

13.2 We reserve the right to issue advance invoices for our fees. An advance invoice refers to a preliminary fee and is not specifically tied to any particular part of our work. If advance invoices are issued, the final invoice for the assignment will state the total fee, from which the advance payment you have made will be deducted.

13.3 If you pay an issued invoice without raising any objection, you are deemed to have accepted and approved the invoiced amount for the specific item covered by the invoice.

13.4 If we engage other advisors, experts, or specialists in connection with your engagement, we will ask them to bill us directly and will then invoice you for these costs along with our fees and any other expenses we have incurred in connection with the engagement.

13.5 Once an assignment has been completed or terminated for any reason, we will send you a final invoice unless we have agreed that only partial invoices will be issued.

14. Liability, Limitation of Liability, and Liability Insurance

14.1 Your relationship with us, Merino, is governed by these General Terms and Conditions, even if your express or implied intention is that the assignment be performed by specific individuals. Consequently, no one other than us, Merino, is liable for the services we provide to you, unless otherwise required by mandatory law. Without limiting the general provision mentioned above, these General Terms and Conditions and (if applicable) the engagement letter, to the extent it contains limitations of liability, shall apply for the benefit of any legal or natural person associated with us (such as a shareholder, CEO, board member, employee, or consultant). To the extent that nothing else follows from mandatory law, no natural or legal person associated with us shall therefore have any individual liability toward you.

14.2 Our total liability is limited to the greater of ten times the total fees charged in connection with the matter or ten million Swedish kronor.

14.3 Our liability is reduced by the amount you may receive from an insurance policy or under any agreement or indemnity to which you are a party, covered by, or the beneficiary of.

14.4 Other professionals, experts, and advisors shall be deemed independent of us, regardless of whether we have engaged them or you have contracted them directly. This means that we are not liable for other advisors, experts, or professionals, nor for the selection of such individuals, nor for our recommendation of them, nor for the advice and other services they provide. This applies regardless of whether they report to us or directly to you.

14.5 Unless otherwise agreed, we are not liable to you for the completeness or accuracy of any information provided to us by you or others in connection with our work, nor are we liable for any loss or damage arising from misleading or incorrect information or from the negligence of any party other than us.

14.6 We are not liable for any damage resulting from your use of our work or advice in any context or for any purpose other than that for which it was intended. Nor are we liable for any damage suffered by a third party as a result of your use of our work or advice.

14.7 We are not liable for any damage arising from circumstances beyond our control that we could not reasonably have foreseen at the time the assignment was accepted and whose consequences we could not reasonably have avoided or overcome.

14.8 We are not liable for any damage caused to you, directly or indirectly, as a result of our compliance with our obligations under sections 5.1 and 5.2 above.

15. Complaints and Claims

15.1 If, for any reason, you are dissatisfied with our services and wish to file a complaint, please notify the partner in charge of the matter as soon as possible. However, claims must be submitted in writing, including a detailed description of the alleged error or negligence and the damages you have incurred as a result. To be valid, the claim must be submitted within a reasonable time, but no later than three months after the date on which the circumstances became known to you or could have become known to you had you conducted reasonable inquiries, and in any event no later than twelve months after the date of our final invoice for the engagement to which the claim relates.

15.2 In order for us or our insurers to pay compensation to you in connection with your claim, you must assign your right of recourse to us or our insurers through subrogation or assignment.

16. Termination of the Assignment

16.1 An engagement ends in any event upon its completion. However, you may terminate our engagement at any time by requesting in writing that we withdraw from the engagement. You must pay for the services we have performed and for the costs we have incurred up to the date of termination.

16.2 The law and professional ethics govern the circumstances under which we have the right or the obligation to decline or withdraw from an engagement. This may be the case, for example, if you intentionally withhold information of material importance to our assessment of the engagement, if there are suspicions of money laundering or terrorist financing, if there is a conflict of interest, if payment is not made, if instructions are insufficient, or if there is a lack of trust between us.

16.3 We reserve the right to terminate the engagement if payment is not received, provided that such termination does not place the client under undue time pressure.

17. Archiving

We are required to archive (or store with a third party) all relevant documents and work products in paper or electronic form that have been accumulated during the performance of the assignment, either as originals or copies. These records must be retained for ten years or longer, depending on the nature of the specific assignment.

18. Governing Law and Dispute Resolution

18.1 These General Terms and Conditions and (if applicable) the engagement letter, as well as all matters arising out of or in connection with them, the engagement, our services, work products, or advice, shall be governed by and construed in accordance with Swedish law.

18.2 Except as provided in Section 18.3 below, any dispute arising out of or in connection with these General Terms and Conditions, the assignment, or our work results or advice shall be finally settled by arbitration in accordance with the Rules of Arbitration of the Arbitration Institute of the Stockholm Chamber of Commerce. The seat of the arbitration shall be Stockholm. The language to be used shall be Swedish unless otherwise agreed.

18.3 Notwithstanding the provisions of Section 18.2 above, we always have the right to collect overdue receivables by filing a lawsuit in court or taking other collection measures, such as applying for a payment order.

18.4 Arbitration proceedings initiated pursuant to Section 18.2 above, as well as any information disclosed during such proceedings and any decisions or awards rendered in connection with such proceedings, shall be subject to confidentiality. Notwithstanding this, a party shall not be prevented from disclosing such information to protect its rights in relation to the other party or an insurer, or if such an obligation exists under mandatory laws or regulations applicable to issuers or similar entities.

18.5 If a dispute arises regarding fees, a client who has engaged us in their capacity as a consumer may, under certain conditions, have the matter reviewed by the Consumer Disputes Board of the Swedish Bar Association. The option of such a review takes precedence over the provisions otherwise set forth in this Section 18.

You can contact the Consumer Disputes Board at: P.O. Box 27321, 102 54 Stockholm Phone: 08-459 03 00 Website: www.advokatsamfundet.se/konsumenttvistnamnden