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. Scope and Performance

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, our services never include tax advice or tax-related considerations. We do not engage subcontractors for the provision of our services. Commonly used software and communication tools may be used in the performance of the engagement, and you acknowledge that this may involve inherent security risks which the Advisor cannot fully eliminate.

2. Client Cooperation

Both parties shall communicate openly and in good faith throughout the engagement. You agree to provide all necessary information, comments, and material in a timely manner to enable us to perform the services effectively and diligently. We shall not be responsible for any delay or deficiency in the Services resulting from incomplete or delayed information from You.

3. Fees

Fees are based on time spent, unless a fixed fee has been agreed for a defined scope of work. Our hourly rate is as agreed in the Engagement Letter, excluding VAT and external costs. Any estimates We may provide are for guidance only and do not constitute a binding offer unless expressly stated otherwise in writing.

4. Payment

Unless otherwise agreed, payment terms are 30 days from the date of the invoice. All prices are exclusive of VAT, which will be added in accordance with applicable laws. External costs incurred on Your instruction will be invoiced separately. Invoices may be issued electronically. If payment is delayed, You are liable to pay interest and collection costs in accordance with Swedish law. We reserve the right to suspend work in the event of overdue payment, without liability for any resulting delay.

5. Liability

Our total aggregate liability arising out of or in connection with any engagement shall not exceed the higher of (i) the total fees paid for the engagement, or (ii) SEK 500 000. The amount of any liability shall be reduced by any amounts obtained from Your insurance coverage or from indemnities provided by third parties. Under no circumstances will we be liable for indirect or consequential loss, loss of profit, data, opportunity, or administrative fines, except in cases of gross negligence or wilful misconduct.

6. Confidentiality

We undertake to treat all non-public information received from you as confidential and to use such information solely for the purpose of providing the agreed services. We will not disclose your information to any third party without your consent, except where disclosure is required by law or by a competent authority, or where it is necessary for the performance of the engagement.

7. Intellectual Property

All intellectual property rights in any materials or work products created by Jalling Advisory remain the property of Jalling Advisory. You are granted a non-exclusive, perpetual, and fully paid-up licence to use, copy, adapt, and share these materials as reasonably required for the purposes for which they were provided, including communication with counterparties, advisers, authorities, and courts. No one other than you may rely on any advice, document, or statement provided by Jalling Advisory, and we accept no responsibility or liability towards any third party to whom such materials may be shared.

8. Termination

Either party may terminate the engagement for convenience at any time unless otherwise agreed in writing. Termination shall not affect rights or obligations accrued prior to termination. If the termination is not due to our breach of these terms, You shall compensate us for work performed up to the time of termination and for any costs or expenses approved by you and directly related to the engagement.

9. Governing Law and Jurisdiction

These terms, and any engagement between Jalling Advisory and You, shall be governed by and construed in accordance with the laws of Sweden. Any dispute, controversy, or claim arising out of or in connection with the engagement, or its breach or termination, shall be subject to the exclusive jurisdiction of the District Court of Stockholm (Sw. Stockholms tingsrätt) as the court of first instance.