General Terms & Conditions – Jalling Advisory AB

These general terms and conditions apply to services  provided by Jalling Advisory AB, 556767-9492 (”Jalling Advisory” or ”We”) to its customers (”You”) unless  otherwise prior agreed in writing between us.

1.     We will perform and provide our services diligently and professionally as required by the engagement. Our assignment covers the matters agreed upon with You, but for clarity it is noted that our services never include advice regarding tax legislation or tax-related considerations. We may engage subcontractors, whole or in part, for the provision of the services, but will remain fully liable towards You for the acts or omissions of any such subcontractors in accordance with these general terms and conditions.

2.     Both parties will endeavour to inform each other and communicate openly about the engagement and risks involved with it. You agree to deliver the required information, comments and material to us timely so that We can perform our services effectively, timely and diligently.

3.     We may agree on a fixed fee for certain tasks or for the engagement within a specific scope and subject to certain specific terms and conditions. Unless fixed price is agreed, our pricing will be hourly based and/or linked to certain services.  Any estimates that we may provide you with are non-binding, unless an offer is explicitly made on a binding basis.

4.     Unless otherwise agreed between us, payment terms are 30 days from date of issue of the respective invoice. Our prices do not include VAT, which will be added to our prices in accordance with applicable laws and regulations. Our pricing does not include any external costs or charges that We may incur as a direct result of Your instructions. Such costs and charges will be invoiced separately. If your payment is delayed, you are obliged to pay interest and collection charges in accordance with Swedish law.

5.     Our maximum liability for our engagement with you is limited to the overall fees payable for the respective engagement or to 500,000 SEK, whichever is lower. The amount of any liability shall be reduced by any amounts that may be obtained from any insurance taken out by You, or from any contractual or indemnity undertaking made in favour of You. Under no circumstances will either party be liable to compensate any indirect or consequential losses or damages or loss of opportunity, profits, data or revenue, or administrative fines, unless the respective party has been acting with gross negligence or intentionally caused damage as defined under Swedish law.

6.     We may offer third party software, systems or electronic workspaces to collaborate more efficiently with You. Such systems will be offered based on generally acceptable security requirements and technical solutions. You are advised to verify that You are satisfied with the security level before You take such systems into use.

7.     We do not disclose any confidential information that We may receive from You to any third party other than as may be required to provide our services to you. Unless otherwise agreed, we may disclose in our marketing material and on our web pages that We have acted for You without revealing the details of the specific engagement.

8.     Copyright and any other intellectual property rights in all work products that We generate vest in us, although You have the right to use such work products for the purposes for which they are provided, as long as you do not have any unpaid fess that are due.

9.     Jalling Advisory is a controller of personal data processed in conjunction with the assignment. More information about our processing of personal data is available at www.jalling.se.

10.  Both parties can terminate the engagement for convenience at any point of time unless otherwise agreed. If the engagement is terminated and the termination is not a result of our breach of these  terms and conditions by us, You are liable  to compensate us for  the work performed under the engagement until the time of termination as well as any costs and charges  incurred by us that directly relates to the engagement.

11.  The engagement and relationship between Jalling Advisory and You shall be governed by and construed in accordance with the laws of Sweden. The courts of Sweden shall have exclusive jurisdiction over any dispute, controversy or claim arising out of or in connection with the engagement, or the breach, termination or invalidity thereof. The District Court of Stockholm (Sw. Stockholms tingsrätt) shall be court of first instance.