1. INTRODUCTION.

These general terms and conditions apply to all work and services provided by Jonas Ingvarson AB, reg.no 559326-7908, dba. REGO (“REGO”). By engaging REGO, you accept these general terms and conditions, which, in addition to any engagement letter or similar, therefore shall be regarded as an integral part of any contractual relationship with REGO.

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2. PERFORMANCE OF ENGAGEMENTS.

REGO's advisory services relate solely to Swedish law and REGO only gives advice in respect of and based on Swedish law. Any views expressed by REGO regarding laws of other jurisdictions based on our general experience shall not be deemed to constitute legal advice. Engagements are performed by REGO and individual partners, employees or consultants shall not be personally liable for the performance of engagements, regardless of whether the assignment was given with an express or implied intention that the engagement shall be carried out by a specific individual. Any deviations from these general terms and conditions shall be valid only where agreed upon in writing. The advice we provide is specific to the engagement in question. Accordingly, the client is not entitled to use – and also may not rely on – such advice in any other context or for any other purpose than the specific engagement for which it was intended. Unless otherwise has been specifically agreed, REGO does not undertake to update the advice given due to changes in applicable laws or case law. Engagements performed by REGO do not cover tax matters or potential tax consequences of actions considered or advised to be carried out, and the client is encouraged to retain separate tax expertise for assessment of any tax matters. Nor do engagements performed by REGO cover financial, commercial or any other advice than legal advice relating to Swedish law.

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3. IDENTITY VERIFICATION.

REGO is obliged to verify our clients’ identity, ownership structure and the origin of funds. We are also obliged to report to the relevant authority suspicions of money laundering or terrorist financing. We are precluded from informing you of the existence of suspicions and of whether the above-stated reporting has taken place, or will take place. In those cases where suspicion of money laundering or terrorist financing exists, we are obliged to decline or withdraw from the engagement. In certain cases, we are also obliged to provide information to the tax authorities regarding your VAT registration number and the value of the services we have provided to you. REGO shall not be liable for any loss incurred by you, whether directly or indirectly, as a consequence of our compliance with the above stated obligations.

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4. CONFIDENTIALITY.

If you engage REGO, REGO will not disclose to any third party circumstances which are not public, unless such disclosure constitutes part of the performance of the engagement, or following your consent. Unless otherwise instructed by you, following completion of an engagement we shall be entitled, for marketing purposes, to provide information regarding the assistance we have provided. Other than information regarding of our assistance, such information may only contain details regarding the engagement which are already in the public domain or to the disclosure of which you have otherwise granted your consent. In the event we retain or cooperate with other advisers or consultants within the scope of an engagement, unless otherwise instructed in writing by you we shall be entitled to disclose such material and such information as we deem relevant. If you have engaged REGO as a white label or third-party associated services provider after using a third-party service or platform (including the Nest platform) operated by a third-party cooperation partner of REGO's, REGO shall notwithstanding the foregoing, be entitled in its discretion to disclose information relating to the engagement to such third party.

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5. REMUNERATION AND PAYMENT.

Unless otherwise has been agreed in writing, REGO's compensation is charged in accordance with its from time to time applicable price list. Unless otherwise agreed upon, we will charge and invoice our work on current account with the minimum time unit of 15 minutes. Alternative remuneration models may be agreed upon with the client. Out-of-pocket expenses and costs for travel, etc. are charged to the client. All information regarding remuneration is stated exclusive of value added tax. Any cost estimates for specific assignments or similar are not binding unless specifically agreed in writing, and REGO may alter provided cost estimates. REGO may in its discretion request payment in advance (on account). REGO invoices clients monthly in arrears. Unless otherwise has been agreed, the client shall pay invoices within 30 days of the invoice date. In the case of late payment, penalty interest on arrears is charged according to law. Irrespective of the terms and conditions of any legal aid insurance or insurance company decision, the client shall be obliged to make payment in full of any remuneration owed to REGO.

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6. EXTERNAL ADVISERS.

In the event REGO instructs, retains and/or works together with other advisers, such advisers shall be independent of REGO. REGO assumes no liability for having recommended them or for the advice provided by them, irrespective of whether such advice is conveyed to the client by REGO. A different arrangement may be agreed upon in individual cases. The client is solely responsible for remuneration or costs charged by other advisers, irrespective of whether such are paid by REGO and debited to the client as out-of-pocket expenses, or whether such billing for remuneration and costs is forwarded to the client for payment. When instructing other advisers we can, at your request, obtain offers from such advisers. Notwithstanding that we can assist you in discussions with other advisers, we assume no liability whatsoever in respect of such offers or agreements.

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7. INTELLECTUAL PROPERTY RIGHTS.

Copyright and other intellectual property rights to the results of the advice provided by REGO remain the sole property of REGO and are not assigned to the client. However, the client is granted a non-exclusive right to use the results of REGO’s advice for the purposes for which the advice was provided. REGO does not have the right to use the results of the given advice for other clients and assignments, unless such results have been made unidentifiable in accordance with the confidentiality undertakings in these general terms and conditions.

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8. LIMITATION OF LIABILITY.

REGO shall be liable for loss incurred by the client as a consequence of REGO's error or negligence in the performance of an engagement. The total liability in damages is limited to SEK 5 million; where REGO's remuneration in the relevant engagement is less than SEK 2 million, the total liability in damages shall be limited to SEK 500,000. For engagements relating to the United States or Canada, REGO’s liability shall, notwithstanding the foregoing, be limited to an amount equal to 100 per cent of REGO's remuneration for the relevant engagement. REGO’s liability shall at all times be reduced by any amount which the client may receive under any insurance policy, agreement or indemnification commitment. In the event REGO discontinues the performance of an engagement or its relationship with you due to circumstances attributable to you, or due to any obligation under law or binding government regulations, REGO shall not be liable for any loss resulting from such discontinuation. REGO shall not be liable for loss incurred due to the client having used the results of our advice in any other context or for any other purpose than the context or purpose for which the advice was given. REGO shall not be liable for loss incurred by any third party as a consequence of the client or any third party having used advice provided by REGO, or for the use of the result of our engagement in any other context or for any other purpose than for that which it was given. REGO shall in no event be liable for indirect or consequential loss (including, but not limited to, reduction or loss of production, turnover or profit, absence of anticipated economies or similar) regardless of whether or not the damage was difficult to predict. REGO does not accept any liability for any loss or damage suffered as a result of events beyond our control, which events we reasonably could not have anticipated at the time we accepted the engagement and the consequences of which we could not reasonably have avoided or overcome. The limitations of liability in the general terms and conditions shall apply, where appropriate, also to the benefit of individual partners, employees and consultants at REGO.

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9. COMMUNICATION.

In the event you have special wishes regarding means communication, you must inform us thereof in writing. We normally use e-mail and telephone as our main means of communication. This is associated with certain risks, by example from a security and confidentiality perspective. In the event any written message is of particular urgency, the e-mail sent shall be followed up by a phone call.

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10. COMPLAINTS.

You are required to immediately notify REGO in the event you do not consider that the engagement has been performed well. Any claims against REGO must be presented not later than within two (2) months after the earlier of (i) REGO’s most recent invoice in the engagement or (ii) the date the circumstances giving rise to the claim became known or could have become known after reasonable investigations.

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11. MARKET ABUSE REGULATION.

In the event REGO’s engagement implies the communication of inside information, the client shall notify REGO thereof in accordance with applicable laws. REGO does not undertake to maintain any insider list for purposes of compliance with the EU Market Abuse Regulation unless specifically instructed in writing to do so.

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12. PERSONAL DATA.

REGO is controller of the personal data that occurs within the engagement. REGO’s processing of personal data is described in REGO’s from time to time applicable privacy policy, available on REGO'S website, www.regolegal.se. Personal data provided or obtained in connection with engagements is processed for the purposes of performing the engagement. The client undertakes to ensure that registered individuals are informed of – and, where appropriate, have consented to – the processing of their personal data carried out by REGO.

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13. GOVERNING LAW AND DISPUTE RESOLUTION.

These general terms and conditions, engagement confirmations, and all other matters attributable to REGO’s engagement(s) are governed by and will be construed in accordance with Swedish substantive laws, without reference to any rules or principles on conflicts of laws. Any dispute, controversy or claim arising out of or in connection with these general terms and conditions, REGO’s engagement letter, REGO’s engagement or advice, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”). The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators. The place of arbitration shall be Stockholm. The language to be used in the arbitral proceedings shall be Swedish. Arbitral proceedings conducted and all information disclosed in the course of such arbitral proceedings, as well as any decision or award made or declared during the proceedings, shall be kept strictly confidential and may not be disclosed to a third party without the express consent of the other party. Notwithstanding the foregoing, no party shall be prevented from disclosing such confidential information in order to preserve its rights against the other party, or which a party is required to disclose under mandatory law. Notwithstanding anything above in this section, REGO shall always be entitled to commence proceedings for the payment of any amount due in respect of the engagement or otherwise in any court or authority (for example the Swedish Enforcement Authority) having jurisdiction over you or any of your assets. Such debt collection measures cannot be taken without disclosing your client relationship with REGO.

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14. AMENDMENTS OF THESE GENERAL TERMS AND CONDITIONS.

These general terms and conditions may be amended from time to time. The most recent version of the general terms and conditions is always available on REGO’s website, www.regolegal.se. Amendments become effective immediately upon publication on the website.

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