GENERAL TERMS AND CONDITIONS V1 AUGUST 2019
These general terms and conditions apply to all advisory engagements for which Kredd AB, 556312-0277, operating under the trading name Verum Management, is engaged by its clients.
Verum Management may modify these general terms and conditions from time to time. The most recent version of the general terms and conditions is available on Verum Management’s website, www.verummanagement.com, at all times. Any modification of the general terms and conditions shall only apply to matters which are commenced after the modification has been published on the website. Verum Management will only send you a copy of the most recent version of the general terms and conditions upon request.
Working methods, matters and client control
All of Verum Management’s partners and other staff who advise you are covered by these terms and conditions. These individuals have no personal liability to you other than that which may follow from mandatory provisions. This means the agreement to advise you is an agreement between Verum Management and you and not an agreement with any individual connected with Verum Management.
Verum Management’s advice is adapted to the circumstances and facts presented to Verum Management. Accordingly, you cannot use or rely on the advice for any purpose, situation or objective other than that for which it was provided by Verum Management. Unless you and Verum Management have agreed otherwise, an advice does not include any potential tax consequences or any advice for which there is a licence requirement.
Any advice by Verum Management on legal matters and the extent of legal statements, are based solely on Verum Management’s general experience of legal matters. Such advice does not constitute legal advice. However, upon request Verum Management may assist in obtaining necessary legal advice and opinions.
Information
For certain matters, Verum Management is legally obliged to collect and preserve evidence and certain documentation about its clients’ identities. Accordingly, Verum Management may ask you to provide ID documents and other documentation about you or your company or another person who is involved in the matter. Such a request may also be made after commencement of an advisory engagement. If you do not provide the documentation which Verum Management requests, Verum Management may be legally obliged to terminate the engagement and the relationship with you immediately.
Verum Management is legally obliged to provide information in conjunction with investigations of certain types of crimes, and to provide information about VAT registration numbers to the Swedish Tax Agency. By engaging Verum Management, you consent to Verum Management providing the information described above.
Verum Management reserves the right to use information which it obtains in conjunction with carrying out an advisory engagement and which is in the public domain or is otherwise generally known, for marketing and for statistical and market surveys performed by a third party.
Verum Management’s file management is digital and the primary rule is that documents are stored in electronic form only. In those cases where Verum Management receives a document and the physical copy does not have independent significance, the document is digitalised and the physical document is then destroyed.
Accordingly, Verum Management cannot return the documents which it has received but rather only digital copies. Original documents, physical documents of independent significance, and documents which pursuant to law or other regulation cannot be electronically archived, are stored and physically archived and can be returned.
Personal Data
When Verum Management provides services to clients, Verum Management will collect and process personal data in accordance with the applicable Privacy Notice.
Fees and invoicing
In addition to Verum Management’s fees as agreed for an advisory engagement, costs of travel, accommodation and other expenses may be charged to you. Verum Management ordinarily covers smaller expenses on your behalf and charges them to you in arrears, but Verum Management may instead request advances for such expenses or forward invoices for the expense to you for payment.
Verum Management ordinarily applies monthly invoicing. Upon request, Verum Management may also provide you with regular information about accrued fees. Unless you and Verum Management have agreed otherwise, the payment terms and conditions for Verum Management’s invoices are 30 days. Verum Management may charge penalty interest on late payments pursuant to the Swedish Interest Act.
Verum Management reserves the right to request a retainer, both before it commences its work on an advisory engagement and during its engagement. The retainer is used to pay future expenses and fee invoices.
All amounts are stated exclusive of value added tax.
Limitation of liability
In addition to the provisions stated in these terms and conditions, Verum Management may apply special limitations of liability. If so, you will be informed of such limitations of liability prior to Verum Management commencing an advisory engagement.
Verum Management’s liability for loss or damage suffered by you as a consequence of error or negligence on our part in performing work in relation to an advisory engagement is limited to a sum equal to the fee for the engagement.
Verum Management’s liability to you shall be reduced by any amount which you may receive under any insurance policy which you have acquired or which has been acquired for you or pursuant to any hold-harmless agreement.
Verum Management shall not be liable for loss of production, loss of profit or any other indirect damage, loss, consequential damage or consequential loss.
You shall ensure that Verum Management will have no liability to third parties arising from your use of documents or other advice from Verum Management. Unless you and Verum Management have agreed otherwise, Verum Management shall not be liable for meeting scheduled times or for completing any portion of the work within a proposed timeframe or because Verum Management has not been able to commence or continue its work due to circumstances beyond its commercially reasonable control.
Where Verum Management has undertaken to provide advice about potential tax consequences, Verum Management’s liability shall not include taxes which you are or may become obliged to pay and relating to such advice.
Where, upon your request, Verum Management agrees that a third party may rely on advice or a document which is produced by Verum Management, this shall not increase or otherwise affect Verum Management’s liability. You shall ensure that, where applicable, Verum Management’s liability towards any such third party shall be the same as its liability to you.
Any amounts which Verum Management pays to a third party as a result of such liability shall, on a krona by krona basis, reduce Verum Management’s liability to you. Despite the fact that Verum Management may have specifically agreed that a third party may rely on advice or documents which Verum Management has produced, Verum Management does not thereupon assume any advisor liability to such third party and you shall ensure that the third party is aware of this.
Where Verum Management discontinues carrying out an advisory engagement or discontinues the relationship with you due to a circumstance attributable to you or due to a legal or professional practice obligation, Verum Management shall not have any liability for any resulting loss.
Verum Management’s limitations of liability under these terms and conditions or pursuant to a separate agreement with you also apply to Verum Management’s partners and other employees.
Other advisors
Verum Management has a large network of professional advisors in Sweden and abroad and may assist you, where necessary, in finding and instructing such professional advisors.
These other professional advisors shall be deemed to be independent of Verum Management and Verum Management shall have no liability for advice which they give you or for having recommended them to you. Verum Management shall not be liable for fees or costs charged by such advisors.
Where Verum Management instructs such other professional advisors on your behalf, Verum Management may assist you in obtaining bids for fees or assist you in reaching an agreement on the fee which you are to pay for their services. However, Verum Management assumes no liability for such bids or agreements.
Communication, marketing and intellectual property rights
The main form of communication, unless agreed otherwise, will be email and telephone conferences. Verum Management’s spam and virus filters and security arrangements can sometimes filter email. Accordingly, you should follow up important emails with a telephone call.
Verum Management holds copyright and other intellectual property rights to the results of work which is created in an advisory engagement. You are, of course, entitled to use the result for the purpose or purposes for which the work result was produced. You should not generally disseminating this work result or using it in your marketing.
Unless you and Verum Management have agreed otherwise, Verum Management will send all original documents to you when an advisory engagement has been concluded. Verum Management will retain copies of documents for its own records.
If knowledge of a certain transaction has entered the public domain, Verum Management may publicise, in its marketing information and on its website, that it has handled the matter for you. Such information may only contain facts which are already in the public domain. Where Verum Management has reason to believe that you may react negatively to such publication, Verum Management will obtain your consent prior to such publication.
Insider list
Verum Management presumes that you will submit information regarding whether, and in such case when, you require Verum Management to maintain an insider list in order to meet your obligations under the Market Abuse Regulation (2014/596/EU) and related rules. Verum Management will provide you with the insider list in an electronic format upon request, provided that the request is presented within five years after it is drawn up or updated. You undertake to keep the insider list confidential and to use it only to satisfy your obligations under the aforementioned rules.
Verum Management undertakes to take all measures necessary to ensure that the individuals on the insider list understand the obligations which it entails and the consequences of misuse and unlawful disclosure of insider information.
Complaints, deadlines and dispute resolution
Verum Management’s goal is to deliver first class, business minded and prompt advisory services. If you are nevertheless dissatisfied or have complaints against Verum Management, you must notify the client-relations partner or partner responsible for the advisory engagement as soon as possible.
If you wish to make a claim against Verum Management you must do so as soon as you learn of the circumstance(s) on which you base the claim after a reasonable investigation (preclusion). However, claims must be made no later than within twelve months after you have learned of such a circumstance and, in any event, no later than within twelve months of the date of Verum Management’s most recent invoice for the matter (limitation period).
Where your claim is based on a claim made against you by a public authority or third party, Verum Management shall have an option to respond, settle and reach an agreement about the claim on your behalf, and if Verum Management exercises this option right, it shall indemnify you, subject to any and all limitations of liability, set forth herein or elsewhere in writing. Such Verum Management’s indemnification is also conditional upon you assigning the right of recourse against third parties to Verum Management or its insurer.
Verum Management’s services and these general terms and conditions shall be governed by Swedish law.
Disputes relating to these general terms and conditions or any question which pertains to Verum Management’s services for you shall be conclusively resolved through arbitration in accordance with the Arbitration Institute of the Stockholm Chamber of Commerce’s Rules for Expedited Arbitration. The language of the arbitration shall be English. The arbitral proceedings shall be held in Stockholm.
Notwithstanding the preceding paragraph, Verum Management shall always be entitled to choose to commence judicial action against you for past due claims or to take other recovery measures in a court, such as an application for an injunction to pay.
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