- Introduction
These terms and conditions apply all services provided by Emkei Law Aktiebolag (Emkei, we, us) to all our clients.
The agreement for services for which these terms and conditions apply is an agreement between each client and Emkei, not with any individual person employed at or associated with Emkei. Assignments that are given to Emkei are accepted only as assignments for Emkei as a company and not for any private physical person whatsoever, regardless of whether any client may from time to time desire or intend that an assignment shall be performed by a certain physical person.
Physical persons employed at Emkei or associated with Emkei can accordingly not be held individually responsible for any services performed on behalf of clients.
- Emkei’s Services
It is Emkei’s goal to meet your requests and goals as far as possible, which we do by providing you with the knowledge, resource and skill that we possess.
During performance of assignments, Emkei will perform its tasks according to assignment with such care and skill that the assignment requires.
The scope of each individual assignment is agreed upon ongoing between you and Emkei.
When performing services, Emkei will, as the case demands, allocate assignments to those persons most suitable in order to bring you the best service possible.
Emkei reserves the right to withdraw from any assignment if the assignment is materially altered or expanded to content or scope or if you present instructions with the meaning that we shall proceed in a certain manner which in our view is not in accordance with law, code of conduct or these general terms and conditions.
- Communication
Emkei communicates with you through conventional means and such means expressly specified by you.
The most effective channel of communcation is normally used, which usually means that a large part of the advice we give is presented to you via email.
The use of email, however, presents certain risks for which Emkei does not take responsibility.
In the event that you would wish to communicate by other means than email, we ask you to contact Emkei for a discussion on what manner of communication you prefer. We can if desired provide communication solutions with higher security such as encrypted communication.
In some cases email and other electronic messages may be rejected due to virus protection, spam filters and other similar security arrangements. It is therefore important that you follow up on important messages that you send to us to make certain that we have received them. We cannot take responsibility for instructions or information contained in messsages that we have no knowledge about.
When Emkei uses communication means requested by you or such communication means that you and Emkei have previously used during performance of assignments or other contacts, messages and information that we send shall be deemed received by you.
- Conflict of Interests
In some cases, a situation may arise that prevents us from representing you due to a conflict of interests. We can consequently be forced to decline or cancel an assignment in such cases where a conflict of interests exists or arises during an assignment.
In order to evaluate whether a conflict of interests exists, Emkei conducts a control.
Now mentioned control is based primarily on information that you give us about the assignment, any counterparts as well as other circumstances of importance.
In order to conduct a control on conflict of interests it is therefore important that we receive correct and complete information from you regarding the assignment, any counterparts, as well as other circumstances that may be of significance to the evaluation of whether a conflict of interests exists.
It is also of importance that you without delay update us on any new or changed circumstances that may affect the issue of conflict of interests.
- Use of Third Parties
The activities that Emkei conducts, expecially to the extent it concerns intellectual properties, demand that Emkei from time to time collaborates with other advisors in Sweden and other countries.
To this end, Emkei has an extensive network of advisors in Sweden, Europe and the rest of the world.
By engaging Emkei you approve that Emkei when required engages the services of other advisors inside and outside Sweden without geographical limitiation for the purpose of performing a certain assignment on your behalf.
All external advisors with whom Emkei may collaborate on a certain assignment are to be regarded as independent advisors for whom Emkei cannot assume any responsibility to any extent, including but limited to the advice or other information that these advisors may give.
Furthermore, Emkei is not responsible for the fees or costs that independent advisors may debit due to a certain assignment, regardless of whether Emkei chooses to pay these costs on your behalf and thereafter charges these costs to you or if Emkei instead chooses to forward such charges directly to you for payment. Neither does Emkei take any responsibility for any quotes or estimates given by independent advisors.
- Our Advice
The advice that Emkei provides regarding a particular assignment has been drafted against the background of information and instructions given by you regarding the assignment and other circumstances and conditions that are related to the individual assignment at the time of performance of the assignment.
Consequently, you cannot use or rely upon the advice we provide at one point for a particular assignment for another assignment, in other circumstances nor on other occasions.
Our advice relats only to legal questions that are directly related to the particular assignment and in those circumstances where we comment on or otherwise convey information on other legal questions or different circumstances, Emkei does not take any responsibility whatsoever for any consequences that this may cause or entail.
Our advice does not include taxes or tax consequences and Emkei does not take any responsibility to any extent for tax consequences, direct or indirect, of the advice Emkei provides to you.
Emkei has no obligation to perform any searches regarding prior rights, regarding existing technique or design or other existing material that may have an effect on a certain assignment.
Emkei gives no guarantees or representations of any kind that any rights, including but not limited to trademarks, patents and designs, that Emkei researches, assesses or advices on or which otherwise is related to a particular assignment are registrable, do not infringe or risk infringing third party rights or in any other manner give rise to claims by any third party.
Emkei’s obligations relating to the granting of intellectual property protection is limited to the forwarding of details, information and messages which Emkei has received in connection with the registered right and which have significance for the persistence of the right.
The advice we provide and all forms of statements by or communications from us relate only to the legal position in Sweden.
In order to provide you with the best possibe service and with a view to provide you with a more nuanced picture of various legal questions, we may in some cases make some statements on legal questions relating to other jurisdictions than Sweden. These are based on the general experience we have from previously performed assignments related to other jurisdictions. No statements and no information that we provide regarding other jurisdictions constitute advice and Emkei does not take any responsibility for such statements or information.
Emkei has a very good collaboration with lawyers in other jurisdictions and can when required and after instructions from you obtain opinions regarding legal questions in other jurisdictions. Emkei can however not take any responsibility for the advice provided or statements made by lawyers in other jurisdictions nor the effects that these may have.
In some cases Emkei may inform about the legal position in newsletters, on our website and in other ways. This information does not constitute advice and Emkei takes no responsibility for any effects that such information may cause or entail.
All advice that Emkei provides relates to the legal circumstances at the time when the advice is provided to you. Emkei cannot take any responsibility for any changes regarding legal circumstances that take place after the time when the advice is provided and Emkei assumes no responsibility to update you in those cases where the legal position changes.
- Deadlines
Emkei strives to commence, perform and deliver all assignments as soon as possible. Due to current work load, some delay may sometimes occur for a particular assignment.
Emkei does not assume any legal or financial responsibility for certain assignments not being able to be commenced or completed within by you or Emkei suggested time frames.
It is the responsibility of both you and Emkei individually and together to monitor and observe public deadlines of which knoweldge has been obtained for all the assignments and rights that we handle on your behalf.
Emkei assumes no responsibility for any failure to observe public deadlines which is attributable to the fact that you have not provided necessary instructions to Emkei regarding action(s) covered by a particular deadline within due time before the deadline occurs, regardless of whether or not we have sent reminders to you regarding such deadine.
In the event that we do not in due time receive clear and complete instructions from you to take necessary measures on the basis of a public deadline as well as in applicable circumstances receive necessary payments, documents, powers of attorney and information from you, then we are entitled to assume that you as instructor wishes to abstain from acting in accordance with the concerned deadline.
- Your Responsibility
It is your obligation to secure that Emkei receives such information and such authority from you as is necessary for Emkei to be able to perform a particular assignment in the manner required.
You are responsible that you, including those that represent you with whom Emkei has contact, have the right to dispose over each assignment and to Emkei provided information, documents and other material as well as instructions given to Emkei.
- Limitation of Liability
Our liability is limited to certain extents. The limitation of our liability is detailed in this section and in other parts of these terms and conditions. All limitations in these terms and conditions shall be applied to all claims against us.
In addition to what is stated elsewhere in theses terms and condictions, it can be observed that a large part of the advice Emkei provides relate to intellectual properties. Granting of protection for intellectual properties and assessment of whether a certain intellectual property is infringing another is not an exact science and decisions on such matters are ultimately made by applicable courts and authorities. The circumstance that a particular application for protection is rejected or a court or other authority makes decisions that are negative for you shall not constitute neither fault nor negligence in the advice provided by Emkei.
Furthemore, Emkei does not take any responsibility whatsoever for any damage which may arise because we receive instructions from you too late, receive incomplete instructions or do not receive complete and necessary payments, powers of attorney, documents and information in time, in order to give us fair opportunity and customary preparation time to take necessary actions, such as in the case of official deadlines.
Emkei’s liability for damages that you may suffer as a result of fault or negligence in the advice we provide is limited to the actual and proven damage that you suffer. All compensations that you have the opportunity to receive from insurances or other agreements or benefits are to reduce the actual damage correspondingly.
In all circumstances and regardless of the size of the damage, Emkei’s liability for damages you suffer is limited to a maximum of SEK two (2) million. Emkei holds a liability insurance to this amount. In case you wish that Emkei shall have a liability that exceeds this amount, Emkei is prepared to obtain such higher insurance under the condition that you reimburse Emkei for the increased cost this entails.
Emkei does not assume any liability whatsoever against any third party because of your use of or disclosure of the advice provided to you by Emkei.
The limitation of liability that is stated here or that may have been agreed separately between you and Emkei apply also to the benfit of all partners of Emkei, all employees of Emkei and everyone that works for, has worked for, is hired by or has been hired by Emkei.
- Confidentiality
Emkei treats all details and and all information that we receive from you that is of a sensitive nature with confidentiality with the exception of details and information that is or becomes public.
However, Emkei has the right to disclose sensitive information to third parties with whom Emkei collaborates to the extent necessary to perform the assignment.
Concerning completed assignments that have become public, Emkei has the right to inform of the assignment on our website and in other marketing channels that we use.
If a particular assignment shall be terminated with us and transferred to another advisor, Emkei has the right to communicate the circumstances that are related to the termination of the assignment and transfer such information that is necessary for the new advisor to complete the assignment.
Otherwise, Emkei shall not give third parties access to sensitive information in other circumstances than where Emkei according to law or court decision is or becomes required to disclose such information. Emkei undertakes to when possible inform you hereof before the concerned information is disclosed.
The material, the information and the advice Emkei provides you with, in any manner it is done, constiutes confidential information that is disclosed to you only for use in relation to the particular assignment to which it relates. You undertake not to use such material, information and advice for other purposes than the concerned assignment and not to give any third party access to such material, information and advice without Emkei’s prior written approval.
- Ownership, Intellectual Properties, Archiving
All information, all material, all intellectual properties and other rights that concern such information and such material that we create when we perform an assignment for you is the property of Emkei with full and unrestricted ownership.
You of course have the right to use such material and information that Emkei provides you with as part of the performance of an assignment for the purpose, in the manner and to the extent as follows by the concerned assignment.
Emkei has the right to destroy all material and all information relating to a particular assignment at the earliest one year after the assignment has been completed.
- Fees, Costs, Invoicing
Emkei’s goal is to offer its services to you at as attractive fees as possible. If no other agreement has been reached, Emkei is entitled to the fee that Emkei typically receives when performing its assignments.
Upon request, Emkei will when possible give estimates regarding fees and costs for all or part of an assignment. These estimates cannot be guaranteed, as conditions may change and for other reasons, and Emkei is thus not bound by such estimates.
In addition to the fee that Emkei charges for its services, costs and other expenses may be debited that are related to acquisition, receipt and defence of rights or otherwise related to a particular assignment. Typically, Emkei will pay certain expenses on your behalf but reserves the right to when Emkei deems appropriate require advance payment for certain expenses or where applicable forward invoices to you for direct payment by you.
All amounts stated by Emkei concerns fees and costs exclusive of VAT and similar applicable taxes and fees.
Emkei normally invoices monthly with a summary of the work performed. Unless otherwise agreed, each invoice matures to payment at the latest thirty (30) calendar days from the invoice date, where Emkei has the right to debit interest on delayed payments according to the Interest Act from the due date until payment has been received by Emkei.
- Personal Data
Emkei is the data controller of all personal data that Emkei may come to process, store or otherwise deal with due to a particular assignment or otherwise because of Emkei’s business.
Personal data that is stored typically includes name, address, telephone number, fax number and email but can in some circumstances also include other personal data.
Emkei stores and processes personal data through electronic data processing, on electronic or other media, online or manually.
Normally, personal data is collected concerning you as a client but when necessary we may need to collect, store and process personal data concerning your representatives, employees and persons with you with which we are in contact when performing assignments and your true principals.
Except for personal data that is received from you or the employees or persons with which Emkei are in contact, Emkei may in some cases collect or receive personal data from other sources, such as private or public registers or a third party.
The collection, storing and processing of personal data is done primarily with a view to administer and perform the assignments that we have on your behalf from time to time and where applicable to fulfill our duties according to law. In some cases we may use certain personal data to analyze our business, our business methods and you as a client, for statistics, for evaluation and managing of risks and for marketing purposes.
Further information on how Emkei treats personal data is available on our website and can also be sent to you upon request. If you have questions on our personal data treatment, you are welcome to contact us via the contact details posted on our website.
When you hire us and convey or otherwise provide us with personal data, directly from you or through a representative, you give us permission to process personal data in accordance with what is stated in these terms and conditions and on our website and also confirm that all personal data is correct and that its collection and transfer to us is made in a lawful manner and do not conflict with the purposes stated above, what is stated on our website regarding our treatment of personal data or applicable law.
- Comments on and Claims Against Us
A founding approach within Emkei is that you as a client shall always be satisfied with our advice and the work we perform on your behalf.
Emkei is active in long relationships with its clients and therefore values if you would first approach us with any comments on us or the work we perform on your behalf. We investigate all comments against us and reply to all related questions promptly.
Claims that are related to our advice shall be communicated to us as soon as possibly and in any case within reasonable time after you have become aware of the circumstance that the claim concerns.
Claims that are made later than twelve (12) months after the invoice date of the last invoice for the assigment to which the claim relates or the date at which the circumstances that are the basis for the claim became known to you or should have been known by you with reasonable investigations cannot be asserted against Emkei.
In the event that claims that are made against us are based on claims from third parties or authorities, we have the right to respond, regulate and settle such claims under the condition that we hold you harmless. If you without our approval take any action with such claim, then Emkei shall have no responsibility for the claim. If you receive compensation from us due to a claim from a third party or authority, it is a condition that you transfer the right to recourse against such third party or authority to us or our insurer.
In the event that we are jointly with other advisors responsible for a particular damage that you suffer, then we are only responsible for such part of such damage that correspond to our charges in comparison with the total charges.
- Miscellaneous
Emkei has the right to amend these terms and conditions without prior notice. The latest version of the these terms and conditions is always the one published on our website. New terms and conditions shall apply to all assignments that are commenced after the new terms and conditions have been published on our website.
These terms and conditions are available in Swedish and English. In case there is a discrepancy between these versions, the content of the Swedish version shall prevail.
Our advice, all assignments we perform on your behalf and these general terms and conditions shall be construed and applied in accordance with Swedish material law.
Any dispute, controversy or claim arising out of or in connection with these general terms and conditions, our advice, assignments that we perform on your behalf or circumstances that otherwise concern you and Emkei, shall be finally settled by arbitration in accordance with Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce, where the place of arbitration shall be Gothenburg and Swedish law shall be applied.
Disputes where the claim is below a half price base amount in accordance with the General Insurance Act (1962:381) may be setttled in general court if desired, in which case claims that shall be decided by arbitration in accordance with these rules cannot be used as counterclaims.
As concerns overdue claims against you, Emkei is always entitled to apply for order to pay or bring an action before a general court.