General Terms and Conditions Of LEXIQ AB´ Services (per 2018-08-29)
1. General application
These general terms and conditions (”Terms”) apply to all services, assignments and counseling (the ”Services”) provided to clients by Lexiq AB (“Lexiq”). By engaging Lexiq the client accepts the application of the Terms on the Services provided to the client by Lexiq.
If specific conditions are agreed between Lexiq and the client in a separate engagement letter/agreement, such conditions shall have priority before conditions in these Terms in cases of conflict between the conditions.
The engagement agreement for the Services is concluded between the client and Lexiq and not between the client and the individual employees at Lexiq.
If the engagement agreement is concluded with several clients regarding Lexiq´s performance of the Services, the clients are jointly and severally liable for the obligations which follow from the Terms.
These Terms may be amended by Lexiq at any time. Amendments will however apply to the client only in relation to the Services or specific parts of the Services initiated after the amendments have been made.
In case of a conflict between the Swedish version and the English version of these Terms, the Swedish version shall have priority for clients who have their residence/seat in Sweden and the English version for clients who have their residence/seat outside of Sweden.
2. Scope of engagement
Lexiq operates broadly within the area of business law and the Services are provided within the areas of business law as specified at Lexiq´s website. Lexiq´s counseling does never include advice on tax related legal questions or advice on potential tax consequences of the provided Services, unless otherwise specifically agreed in writing.
3. Performance of engagement
Lexiq shall perform the Services in a professional and responsible manner, in accordance with the client’s specific needs.
The counseling provided in the performance of the Services is only applicable for the specific engagement for which the counseling is supplied, is tailored to the circumstances of the particular matter and shall not be used for any other purposes than the purpose of the specific engagement. Lexiq shall have no liability to the client as a result of the client’s or a third party´s use of Lexiq´s counseling in any other context or for any other purpose than for which it is was provided.
The counselling provided to the client by Lexiq within the context of a specific engagement are based on current laws at the time of the performance of the Services. Therefore, Lexiq shall have no liability to the client as a result of changes in legislation that occur thereafter, even if Lexiq as far as possible will seek to consider such legal circumstances within a near future that can affect the relevance of the counseling provided. With respect to the above, Lexiq undertakes no obligation to update the counseling provided to the client within the performance of the Services with regard to subsequent changes that occur in legislation.
Lexiq may, if circumstances so require, during the performance of the engagement freely replace employees who have worked with the client within the engagement. However, it is Lexiq’s ambition to as far as possible meet the client’s wishes regarding employee selection for the engagement.
4. Client´s duty of information etc.
The client shall inform Lexiq of any circumstances that may be of importance for Lexiq to be able to perfoms the Services for the client and the client shall be available for Lexiq’s questions.
Lexiq chooses ways of communication with the client, which Lexiq considers to be most appropriate and efficient. If the client has any particular requests on how the client and Lexiq shall communicate, the client shall inform Lexiq about this in writing.
6. Intellectual property rights
The client’s intellectual property rights to such materials that are generated by the client remain with the client without the rights being transferred to Lexiq. However, Lexiq receives a global, irrevocable, royalty-free and non-exclusive license to use such rights for the purpose of providing the Services to the client.
All intellectual property rights to such materials that Lexiq, subcontractors or partners generate within the performance of the Services to the client, are automatically vested in Lexiq. The client has a global, irrevocable, royalty-free and non-exclusive license to use such rights in the client’s business.
Lexiq is obliged to observe strict confidentiality with respect to all confidential information regarding the client and the client’s business operations that Lexiq becomes aware of during the performance of the Services. Confidential Information herein means any information of commercial, technical or other nature, which the client has an interest in keeping confidential. Public data or data that becomes public without breach of this obligation, is not covered by the confidentiality performance. Lexiq also has the right to disclose confidential information in order to claim its rights against the client in connection with a potential dispute between the client and Lexiq.
Notwithstanding the above, Lexiq is entitled to share the client’s confidential information with such subcontractors that Lexiq may use in performing the Services pursuant to section 17. Lexiq is in such cases liable that such subcontractors assume the same confidentiality obligation as Lexiq does according to these Terms, with regard to the client’s confidential information.
Lexiq is always entitled to inform, on Lexiq’s website and in other marketing, that the client is a client of Lexiq, without that being considered to violate the confidentiality obligation in this section 7. Lexiq is in that respect entitled to use the client’s relevant company name, trademarks or other trade names, however, in accordance with the client’s instructions for how the aforementioned trade names shall be graphically presented. If the client opposes to the above, the client shall inform Lexiq in writing.
Lexiq is also entitled, for marketing purposes, to inform the public about Lexiq assisting the client in engagements regarding disputes, transactions (acquisitions, sales, mergers, etc.) and other similar engagements, once the matter has become publicly known (other than by breach of Lexiq’s confidentiality obligations herein). In addition to the information on Lexiq’s assistance per se, any information publicly disclosed by Lexiq will only refer be such information that has already become publicly known in accordance with the above.
8. Information about personal data processing
Lexiq is the data controller with regard to the client´s personal data. Lexiq processes personal data provided to it by the client or which Lexiq collects, prior or during the performance of the Services for purposes of carrying out the Services and administrating the Services. The data subject to the processing, the period during which the personal data will be processed, the nature and purposes of the processing, the type and categories of personal data concerned and the rights that the client has in the respect of personal data processing, are described in Lexiq´s integrity policy available on Lexiq´s website www.lexiq.se.
9. Conflict of interests
Lexiq has an obligation to decline or withdraw from such engagements, which according to Lexiq´s assessment implicates a conflict of interests toward existing clients.
In the event of a conflict of interests between two or more of Lexiq´s existing clients in a new case, Lexiq shall not undertake the new engagement, unless both clients request Lexiq´s assistance.
Lexiq is entitled to a fee for the performance of the Services in accordance with the at any time applicable price list and according to such debit model that the client and Lexiq have agreed upon. On the client’s request, Lexiq will provide the client with a cost estimate for the matter in question. Such estimation shall not, however, be regarded as a binding promise or a fixed quote.
Lexiq is entitled to remuneration in accordance with the current price list for such time that constitutes loss of time and which Lexiq cannot charge for, due to the performance of the Services to the client. This includes, inter alia, compensation for travel time to or from the client or on the client’s behalf or when the client has instructed Lexiq to be in standby mode in an engagement, and where Lexiq thereby does not have an adequate possibility to perform other work.
Lexiq is entitled to amend the price list at any time. However, amendments made do not apply to engagements in matters that Lexiq has already commenced before the amendment.
11. Advance payment
Lexiq is entitled to, prior or during the performance of the Services, request payment in advance from the client. Such payment may amount to parts of the total amount or to the full amount of Lexiq´s fees and may also relate to expenses that Lexiq has in connection with the performance of the Services to the client.
Lexiq is entitled to not commence the performance of the Services until the advance payment has reached Lexiq. Lexiq also has a corresponding right to pause continued performance of the Services in the event an advance payment is requested after the performance of the Services has commenced, until the advance payment has reached Lexiq.
Lexiq is entitled to separate compensation for Lexiq´s expenses incurred in connection with the performance of the Services to the client. Such expenses may include such costs for travelling, hotels, meals, database search fees, registration fees etc. Costs exceeding SEK 2,000 exclusive VAT, must be approved by the client in advance, provided that Lexiq has a reasonable possibility to obtain such approval in advance.
Lexiq invoices the client on a monthly basis and the sent invoices are due 14 days after the invoice date, unless otherwise agreed between the client and Lexiq in writing.
In case of late payment, interest on overdue payment will be charged at the interest rate determined under the Swedish Interest Act (sw: Räntelagen (1975:635)) from the due date until the payment is received. Lexiq is also entitled to compensation for additional collection costs etc. The said does not exclude Lexiq’s right to enforce other sanctions against the client in the event of late or canceled payment.
Invoices are sent by e-mail to such contact person at the client that Lexiq has worked with during the performance of the Services, unless the client instructs Lexiq otherwise in writing.
Any potential claims against Lexiq related to the performance of the Services shall be made as soon as the reason for the claim has become known or should have been known by the client after reasonable investigations and no later than 6 months thereafter. Notwithstanding the above, shall the client under any circumstances be able to make claims against Lexiq later than 6 months after the date of Lexiq’s last invoice issued for the engagement to which the claim applies. Claims must always be made in writing and submitted to the person at Lexiq who is the contact person or whom the client mainly has been working with, with cc to Lexiq’s CEO.
15. Limitations of liability
Lexiq’s liability is limited to the amount of Lexiq’s liability insurance compensation limits, under Lexiq´s at any time valid liability insurance and shall be reduced by any compensation amount that the client may receive under any insurance of the client or other insurance that the client is covered by, in accordance with any agreement, indemnity or similar.
16. Liability insurance
Lexiq has an obligation to hold a liability insurance of at least SEK 3,000,000, applicable in the Nordic countries. If the client wishes a liability coverage with a higher insurance amount or which is applicable outside the Nordic region, the client shall be liable for such cost.
Lexiq is entitled to use subcontractors for the performance of the Services without prior approval from the client.
18. Early termination of engagement
Lexiq is entitled to, with immediate effect after written notice to the client has been sent, early terminate the performance of the Services and the current engagement if:
(a) the client fails to fulfill the client’s payment obligations and does not, after written reminder, fulfill the obligations within 14 days after such reminder,
b) the client is repeatedly in delay with payments,
c) the client is in insolvency, bankruptcy, liquidation or subject to composition with creditors or a similar procedure, or in accordance with Lexiq´s assessment, is at risk for any of the aforementioned,
d) Lexiq due to legislation or because of occurred conflict of interests has an obligation to withdraw from an engagement,
e) Lexiq, after the commencement of the engagement, becomes aware of a circumstance that would have led to Lexiq not accepting the engagement in the first place, if Lexiq prior to the commencement of the engagement would have been aware of the circumstance,
f) the client does not provide the information Lexiq needs to perform the Services, or
g) the cooperation in general between the client and Lexiq does not work satisfactorily and cannot reasonably be expected to improve.
The client may terminate cooperation with Lexiq at any time by requesting Lexiq in writing to withdraw from the engagement, with the exception of clients whose cancellation of the cooperation is specifically regulated in a specific agreement. However, if the client do so, the client still have to pay the fee for the Services already provided and the expenses that Lexiq has had in connection with the performance of the Services prior to the date of the termination of the engagement.
19. Legal expenses insurance
The client may, if applicable, use the client’s legal expenses insurance to cover the client’s fees and expenses in connection with the Services performed. Notwithstanding any applicable insurance, Lexiq still has the right to demand direct payment of its fees in a regular order from the client, after which the client will have the possibility to obtain remuneration from the insurance.
Where such legal protection insurance does not fully cover the client’s fees for the Services and Lexiq’s expenses, the client must still pay Lexiq´s fees and expenses for such part of the payment which is not covered by the insurance.
Lexiq can assist the client with the handling of the legal expenses’ insurance and the contacts with the insurance company. Such services will be provided to the client according to the regular service fee that the client and Lexiq have agreed upon for the Services.
20. Governing law
These Terms and the business relationship between the client and Lexiq shall be governed by and construed in accordance with the laws of Sweden.
In case of dispute or disagreement with respect to these Terms or the parties’ business relationship, the parties shall primarily seek to resolve the dispute or disagreement by discussion, whereby the parties shall hold at least one physical meeting for such discussion at the request of one of the parties. In the event that a complete agreement is not reached between the parties within 14 days as of the date a party has requested such a meeting, the dispute shall be finally settled by arbitration procedure administered by the Arbitration Institute of the Stockholm Chamber of Commerce (SCC). Rules for Expedited Arbitration shall be applied unless SCC, considering the severity of the case, the value of the dispute and other circumstances, determines that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the arbitration board shall consist of one or three arbitrators. The seat of arbitration shall be Gothenburg. The language to be used in the arbitral proceedings shall be Swedish. Swedish law shall apply on the proceedings.
Notwithstanding the above, Lexiq is entitled to use collection and recovery measures (e.g. Kronofogden) against the client without having to comply with the abovementioned dispute resolution rules with respect to invoice debts. Therefore, in the case of a contested invoice debt, Lexiq is also entitled to bring legal proceedings against the client in a public court with the Gothenburg District Court (sw: Göteborgs tingsrätt) in the first instance. In case of the client making a counter claim in such case, such counter claim and all of the client’s subsequent claims in dispute, shall be finally resolved in the same forum, i.e. the Gothenburg District Court (sw: Göteborgs tingsrätt) in the first instance.