These general terms and conditions (the “Terms”) apply to all advice and any other services that we, ProLegal, provide to our clients through any of our affiliated companies. When you engage us for an assignment as external corporate counsel (permanent or interim), another specific assignment, or for ongoing advice (the “Assignment”), these Terms apply, together with any additions and amendments specified in our assignment confirmation, or as otherwise agreed in writing.

1. THE ASSIGNMENT AND OUR ADVICE

1.1 We undertake to perform the Assignment in a professional, expert, and diligent manner, and to the extent possible deliver our services within the time frames we have agreed upon.

1.2 Our advice is tailored to and based on the circumstances of the individual Assignment, the facts presented to us, and the instructions you provide to us. Therefore, you may not rely on the advice in another assignment or use it for any purpose other than that for which it was given. We do not provide tax law advice and the Assignment does not cover possible tax consequences. Our advice covers legal matters in the specific assignment, and to the extent we express opinions or considerations on matters other than legal (such as financial or commercial), we do not assume any responsibility for the consequences that may result therefrom. We can only provide advice on the legal situation under Swedish law. Based on our general experience, we may express opinions on legal matters in other jurisdictions; however, we do so only to share our experiences and this does not constitute advice you are entitled to rely on. However, we are happy to assist you in obtaining advice from lawyers in other jurisdictions.

2. FEES AND INVOICING

2.1 Our fee is set out in our engagement confirmation (or a separate agreement regarding the Assignment). If no fee has been agreed, we are entitled to a fee according to our price list applicable at the time. All fee amounts are stated exclusive of value added tax.

2.2 If you wish, we can provide an estimate of our fee prior to an Assignment, and thereafter keep you continuously informed about the accrued fee. Such an estimate is based on the information available to us at the time of the estimate and does not constitute a fixed price offer. In cases where the Assignment is well defined, we may also agree on a fixed fee, a fee cap, or another arrangement regarding the fee.

2.3 In connection with the Assignment, we are entitled to incur expenses for costs related to the Assignment, such as costs for registration fees, database searches, couriers, travel, or other advisors. We will consult with you before incurring any significant such costs. We do not add any mark-up to such expenses when invoicing them to you, except for applicable value added tax.

2.4 We invoice you monthly in arrears with a payment term of thirty (30) days from the invoice date, unless otherwise agreed. In the event of non-payment, interest on overdue amounts will be charged in accordance with the Swedish Interest Act, and we also reserve the right to claim compensation for collection costs. In addition, we have the right to suspend the Assignment until payment is made.

2.5 We are entitled to increase our fee levels at the turn of each year in line with the price development according to the CPI (total index with 1980 as the base year), based on the CPI figure for October of the year preceding the start of the Assignment (the base figure). If the CPI rises compared to the base figure, the fee will be adjusted by the same percentage change; however, we always have the right to adjust by at least 5 % per year.

3. CONFIDENTIALITY

3.1 All non-public information that we, in connection with the Assignment, receive from you, or about you and your business or other business matters, will be treated as confidential. We will not disclose such information to anyone, except in accordance with your instructions, applicable law, or a judgment or decision of a competent court. However, if we cooperate with another advisor or professional in the Assignment, we have the right to disclose such information that we consider may be relevant for them to be able to provide advice or other services to you.

4. LIABILITY, LIMITATION OF LIABILITY AND INSURANCE

4.1 We are not liable to you for any loss or damage arising as a result of (i) circumstances beyond our control that we could not reasonably have foreseen at the time of accepting the Assignment and the consequences of which we could not reasonably have avoided or overcome, (ii) your use of our work results or advice in a context or for a purpose other than that for which they were provided, or (iii) you being subject to or at risk of being subject to tax or tax surcharges as a consequence of our work results or advice. Nor are we liable to any third party for loss or damage arising as a result of you or a third party using our work results or advice. Finally, we are not liable for indirect damages, such as loss of profit, loss of production, costs for engaging another consultant, costs for equipment and similar costs or losses.

4.2 Our liability to you is limited in amount, per Assignment, to three (3) times the fee for the Assignment, but no more than one million (1,000,000) SEK. However, this limitation of liability shall not apply if we have caused loss or damage through gross negligence or intentional misconduct.

4.3 To make a claim, we ask that you provide a written account of the alleged error, negligence, or breach of contract and the expected damage. In order to be enforceable, the claim must be made within a reasonable time, but no later than six months after the date on which you became aware (or should have become aware) of both the damage and that it may have been caused by our actions.

4.4 We have liability insurance adapted to our business operations.

5. FINAL PROVISIONS

5.1 Unless otherwise agreed, both parties have the right to terminate the Assignment at any time. Upon termination, you must pay for our work and the costs we have incurred up to and including the date of termination of the Assignment in accordance with these Terms.

5.2 Copyright and other intellectual property rights to the work product we generate within the scope of the Assignment belong to us, but you have the right to use the result for the purposes for which it is provided.

5.3 We have the right to state in our marketing or as a reference in future proposals that we are performing/have performed assignments for you. Of course, under no circumstances will we disclose information that is subject to confidentiality.

5.4 We may amend these Terms from time to time. The latest version can always be provided to you upon request. Changes apply only to assignments that are commenced after the amended version has entered into force.

5.5 According to the law, we must verify our clients’ identity, ownership structure, and the origin of their assets. We may also, for other reasons, need to process personal data. Prior to accepting and in connection with the Assignment, we, any network companies, or others engaged by us, may collect, use, transfer, store, or otherwise process information relating to an identified or identifiable natural person in the jurisdictions where they operate. We undertake to process personal data in accordance with the requirements set out by applicable law. Please read our privacy policy at prolegal.se/en/integritetspolicy/.

5.6 To streamline our work and maintain the highest quality in our advice, we use modern technological tools, including selected AI systems. Your privacy and the confidentiality of the Assignment are of utmost importance. We therefore use exclusively AI systems (closed systems) that have been approved and contractually secured by us. This ensures that no information from your case is used to train external AI models or is disclosed to unauthorized third parties. An AI system is only a tool for our lawyers. All material produced with the help of AI is always subject to careful review and quality assurance. The ultimate responsibility for the advice provided in the work we perform always rests solely with the responsible lawyer.

5.7 Disputes arising out of this agreement shall be finally settled by arbitration administered by the SCC Arbitration Institute (“SCC”). The Rules for Expedited Arbitrations shall apply unless the SCC, taking into account the complexity of the case, the value of the dispute, and other circumstances, decides that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the arbitral tribunal shall consist of one or three arbitrators. The seat of arbitration shall be Gothenburg and Swedish law shall apply to the dispute. However, we always have the right to collect our overdue claims against you by applying for a payment order or in general court.

Updated on 1 July 2026.