GENERAL TERMS AND CONDITIONS OF STRATMINDS

These terms and conditions apply to all the services which Stratminds provides to its customers. When you use Stratminds services, in any aspect, you are deemed to have accepted these general terms and conditions.

1 Services provided by Stratminds

1.1 At Stratminds partners are allocated to each assignment and will be your main point of contact and the one who is primarily responsible for the services we provide to you. The Partner responsible for the assignment is completely free, at her own discretion, to appoint the assisting personnel whom she judges should handle the assignment so as to ensure that it is carried out cost-effectively and in your best interest.

1.2 Stratminds services are tailored to the circumstances of the individual assignment, the facts presented to Stratminds and the instructions you give to Stratminds. You are therefore not able to rely on a particular piece of advice in connection with any other matter or use it for a purpose other than the one for which it was provided.

2 Personal identification and data 

2.1  Stratminds, may, in some situations, be obliged by law to verify the identity and ownership status of its customers, as well as, in some cases, the origin of resources and other assets. This means that Stratminds can request personal identity documents pertaining to you and the persons representing you and, if you are a legal entity, the natural persons who have ultimate control and/or ownership over you (known as “beneficial owners”), as well as documentation indicating where resources and other assets originate from. Stratminds is also obliged to verify the information supplied to Stratminds and, to this end, Stratminds may obtain information from external sources, e.g. databases. Stratminds will retain all the information and documentation which Stratminds has acquired in connection with these checks.

2.2 When you use Stratminds services, you are deemed to have given your consent for Stratminds to process your personal data for the purposes specified in this section 2. In general, Stratminds also needs to process the personal data of your representatives and beneficial owners for the same purposes and you are responsible for ensuring that these persons agree to this processing. If you want information about what personal data more exactly Stratminds processes, if you want to amend certain personal data or if you have other queries regarding how Stratminds processes personal data, please contact the Partner who is responsible for the assignment you have allocated to us. 

2.4 Stratminds cannot be held liable for any harm or loss which you suffer directly or indirectly as a consequence of Stratminds complying with the obligations incumbent upon Stratminds under section 2.1  . 

3 Powers 

3.1 When you use Stratminds services, you are, in so doing, granting Stratminds the right, unless you advise Stratminds otherwise, to take the actions which Stratminds deems to be necessary or desirable for handling the assignment in your best interest. For example, Stratminds will be entitled to engage other competent consultants and experts at your expense and may also in other ways incur other reasonable costs for you. If Stratminds engages other consultants and experts, Stratminds may ask you to contract these directly, thereby making you responsible for paying their fees and costs directly instead of through Stratminds.

4 Intellectual property rights 

4.1 Copyright and other intellectual property rights to the results Stratminds generates in handling an assignment belong to Stratminds alone, but you are entitled to use the results for the purposes for which they have been produced. Unless otherwise specifically agreed, no document or other results generated by Stratminds may be made available for public distribution or used for marketing purposes. 

5 Confidentiality and disclosure of information 

5.1 Stratminds provides suitable protection, based on generally accepted professional practice, for the information which you provide to Stratminds. In some cases, however, Stratminds is bound by law to disclose such information. In addition, in keeping with generally accepted professional practice, Stratminds is permitted to disclose this information in certain situations.

5.2 If Stratminds engages or cooperates with other consultants or experts on the assignment, Stratminds is entitled to disclose such material and other information which Stratminds deems relevant so that the consultant or expert can provide advice or perform other services for you. The same applies to such material and other information which Stratminds has obtained as a result of the checks carried out by Stratminds as described in section 2.1.

5.3 If Stratminds does not charge VAT on its services to you, Stratminds is bound by law in some cases to inform a competent authority of your VAT number and the value of the services supplied. When you use Stratminds services, you are deemed to have given your consent for Stratminds to provide this information to an appropriate authority. In absence of such information from your, Stratminds will charge you VAT.

5.4 When knowledge regarding a matter is in the public domain,  Stratminds is entitled to provide in its marketing material and on its website information about its involvement in it and about other relevant details of the matter which are already in the public domain. 
 

6 Fees and costs 

6.1 Stratminds fees are charged according to principles which conform to generally accepted professional practice and are usually established on the basis of numerous factors, such as the time spent, the complexity of the assignment, the technical expertise, skill, experience and resources the assignment required, the values which the assignment relates to, any risks for Stratminds, time pressure and the achieved results. 

6.2 Stratmindscharges for costs incurred over and above the fees. This may apply, for instance, to registration charges, if any,, examination costs, costs for other consultants and experts, courier and travel expenses, costs for contract staff, catering, copying and telephone.

6.3 In addition to the fee and costs incurred, value added tax (VAT) applies in cases where Stratminds is obliged to charge it.

7 Invoicing and payment 

7.1 Stratminds normally invoices on a monthly basis. Invoices can either be on account or final. If Stratminds has issued one or more monthly invoices to you, the final invoice will represent the total fee for the assignment or part of the assignment, with a deduction for the fee which has been invoiced before the final invoice.

7.2 In certain cases, Stratminds will request payment of  a specific part of the total fee and/or certain costs in advance. Any amount paid in advance will be deducted from future invoices. The total amount for the services provided and costs may be higher or lower than the amount paid in advance. 

7.3 Every invoice specifies a payment due date. The payment due date is normally no earlier than 10-15 days from the invoice date, but me be earlier in cases of out-of-pocket expenses. In the event of non- payment, late payment interest may, in Stratminds sole discretion, be charged based on the interest rate applicable under the Swedish Interest Act from the payment due date until full payment has been received.

7.4 If Stratminds fee and costs are to be funded by you claiming e.g. expenses insurance, you still need to pay the portion of the fee and costs which exceeds the sum paid under the insurance policy. 


7.5 If you ask Stratminds to send an invoice to someone else, Stratminds may in Stratminds sole discretion agree to such suggestion however subject to the following conditions: that it is evident that the invoicing is not against the law, that the personal identity and other circumstances specified in section 2 have been confirmed for the invoice recipient and that you, if requested by Stratminds will pay immediately the amounts which have not been paid by the due date. No customer relationship will arise between Stratminds and the invoice recipient. Stratminds is entitled to add to the invoice a description of the work carried out. 


8 Liability and limits of liability 

8.1 Stratminds liability for any loss which you may suffer as a result of any defect or neglect or breach of contract committed by Stratminds is limited on a per assignment basis to 3 the contract sum in each case.  


8.2  Stratminds will under no circumstances be liable for any loss of production or profit or for any other indirect harm or loss or consequential harm or consequential loss. 


8.3 Stratminds total liability will be reduced by amounts which you may receive or would be able to receive under any insurance policy which you have taken out or which you are otherwise covered by or according to an agreement or a letter of indemnity which you have signed or are a beneficiary of, provided that it is not incompatible with the terms of insurance or terms under the agreement or in the letter of indemnity and that your rights are not infringed under the insurance policy, agreement or letter of indemnity.

8.4 Other consultants and experts will be regarded as independent of Stratminds, regardless of whether Stratminds has engaged them or you have contracted them directly. Stratminds is therefore not liable for other consultants and experts, either for selecting them or for recommending them, or for the advice and other services which they provide. This applies no matter whether they report directly to Stratminds or directly to you. 

8.5 If you have agreed to a disclaimer or limit of liability with regard to any other consultant or expert, Stratminds liability will be reduced by the amount which could have been payable to Stratminds by the consultant or expert if their liability had not been excluded or limited, regardless of whether the consultant or ex- pert would have been capable of paying the amount to Stratminds or not. 

8.6 Stratminds will not be liable for any loss which occurs due to your use of Stratminds results or advice in any other context or for any purpose other than that for which use was granted. Unless otherwise arising from the provisions in section 8.9, Stratminds is not liable for harm which has affected a third party due to your use of Stratminds results or advice.

8.7 Stratminds is not liable for any loss you sustain due to your being subject to paying tax or likely to be subject to paying tax as a consequence of the services provided by Stratminds. Stratminds in not giving tax advise.

8.8 Stratminds is not liable for harm which has occurred as a consequence of circumstances outside Stratminds control, which Stratminds could not have reasonably expected at the time the assignment was accepted and whose consequences Stratminds could not have reasonably avoided or overcome either. 

8.9 If Stratminds at your request allows an external person to use the results of Stratminds work or advice, this will not increase Stratminds liability or otherwise have a detrimental effect on Stratminds. Stratminds may be held liable for such an external person only to the extent that Stratminds can be held liable to you. Amounts which Stratminds may be obliged to pay to such an external person will reduce Stratminds liability correspondingly with regard to you and vice versa. No customer relationship will arise between Stratminds and the external person. As has been stated previously, this also applies in cases where Stratminds issues, at your request, an   opinion or similar to an external person. 

8.10 The limit of liability as described in these terms and conditions or in a separate agreement with you applies to Stratminds. It also applies in every respect and for the benefit of partners or former partners in Stratminds, of employees and of other persons who work for or are engaged or have been engaged by Stratminds.

9 Complaints and claims procedure 

9.1 If you are, for any reason, dissatisfied with Stratminds services and wish to lodge a complaint, Stratminds requests you to inform the Partner responsible for the assignment to this effect as soon as possible but under no circumstances later than two (2) months from receiving Stratminds final invoice.  

9.2 If Stratminds or Stratminds insurer pays you compensation in connection with your claim, you must, as a condition of payment, transfer to Stratminds or Stratminds insurer the right of redress against third parties by means of subrogation or assignment. 

10 Liability insurance 

10.1 Stratminds is holding a liability insurance policy.  

11 Termination of assignment 

11.1 You can at any time terminate your cooperation with Stratminds by requesting Stratminds in writing to resign from the assignment. You must in all cases pay for the services supplied by Stratminds and the costs which Stratminds incurred prior to the assignment being terminated. 

11.2 Stratminds and applicable professional standards, if any, determine under what circumstances Stratminds is entitled or is obliged to decline or resign from an assignment. This may be the case, for example, when the customer is unable to provide satisfactory identification, when money laundering or terrorist financing is suspected, when there is a conflict of interests, when payment has not been made, when insufficient instructions have been provided or there is no longer any trust between you and Stratminds. If Stratminds resigns from the assignment, you must in all cases pay for the services Stratminds provided and the costs which Stratminds incurred prior to resignation. The assignment is terminated, under any circumstances, when it has been completed. 

12 Archiving 

12.1 When an assignment has been completed or terminated in some other manner, Stratminds will archive (at the premises of Stratminds or a third party, in hard copy or electronic form) substantially all documents and results which have been accumulated and generated during the assignment. The documents and results will be archived during the period required, in Stratminds view, by the nature of the assignment, but never for a shorter period than the time required by law or generally accepted professional practice. 

12.2 As Stratminds is obliged to archive substantially all the documents and results which have been accumulated and generated during the assignment, Stratminds cannot fulfil a request to restore (without making and keeping a copy) or destroy a document or result before the archiving period has expired. If you should request Stratminds to empty an electronic folder in Stratminds document management system, Stratminds will comply with your wish to the extent permitted by law and generally accepted professional practice (but Stratminds will in these cases retain a hard copy of the documents which are removed or save them on another electronic storage medium) and normally on a chargeable basis if the task is time-consuming. 

12.3 Unless Stratminds specifically agrees otherwise, Stratminds will return to you all original documents when an assignment has been completed or terminated in another manner. Stratminds may in all cases retain a copy of the original documents. 

13 Amendments, precedence and language versions 

13.1 If confirmation of the assignment has been provided to you in connection with a specific assignment, the terms and conditions in the confirmation will take precedence over these general terms and conditions if and to the extent the terms are incompatible with each other. 


13.2 These general terms and conditions have been drafted in Swedish and in English. The English version prevails.

14 Applicable law and settlement of disputes 

14.1 These general terms and conditions and (if applicable) the confirmation of the assignment and all issues relating to them, Stratminds assignment and Stratminds services will be governed and interpreted in accordance with Swedish substantive law. 


14.2 Any dispute concerning these general terms and conditions, the confirmation of the assignment (if applicable), Stratminds assignment and Stratminds services will be settled definitively by arbitration according to the rules of the Arbitration Institute of the Stockholm Chamber of Commerce (SCC). The place of arbitration and the seat of arbitration will be Stockholm. The language which will be used is English unless you and Stratminds both agree to use Swedish instead. 


14.3 Arbitration which has been requested with reference to section 14.2 and information which emerges during proceedings, as well as any decision or arbitration reported during proceedings will be subject to confidentiality and may not be disclosed to any third party without the explicit consent of the other party. A party will not in all cases be prevented from disclosing such information in order to retain its right in relation to the other party or to an insurer or if such an obligation applies according to binding law or regulations for issuing or similar bodies.

14.4 Irrespective of what is stated in section 14.2, Stratminds is always entitled to initiate legal proceedings in any competent district court in any competent jurisdiction when it comes to Stratminds unpaid invoices. Stratminds is then also entitled to file for injunction or take similar precautions to safeguard its claim against you.

© STRATMINDS 2022