1 Scope of application
1.1 For the services and advice provided by the Swedish VAT House AB, 559353-8316, (“the Swedish VAT House” or “we”) in any case (“case” or “assignment”), these General Terms and Conditions shall apply.
1.2 Any deviations from these General Terms and Conditions shall be agreed upon in writing.
2 Our services
2.1 The Swedish VAT House will under this agreement provide tax advice, mainly regarding VAT and other indirect taxes. The content and scope of our assignment may, if needed, be stated in a written Engagement Letter. However, the nature and scope of the assignment may change during the assignment, depending on your instructions or the conditions that apply at any given time to the assignment.
2.2 For each assignment there is a contact person who has the main responsibility for the assignment. The contact person can be assisted by one or more people. The composition of the group of people working in the assignment may need to be changed during the assignment.
2.3 Our services and advice are designed solely on the basis of the conditions, facts and instructions presented to us in the specific assignment. You cannot therefore rely on our services or advice in any matter or for any purpose other than the specific assignment and purpose for which the service or advice was provided.
2.4 Our services only include advice regarding Swedish law. (including the Swedish implementation of EU law to the extent that it relates to our practice area). If, based on our general experience, we were to express an opinion on the legal situation in any jurisdiction other than Sweden, this does not constitute advice that you have the right to rely on. However, in such a situation, we may, at your request, assist in obtaining advice from other advisors in the relevant jurisdiction.
3 Fees and expenses
3.1 Our standard hourly rate for 2023 amounts to EUR 450 excluding VAT. The fee is revised annually.
3.2 At your request, we may, prior to an assignment, make an estimate of what our fee may amount to and also keep you informed of the accrued fee for as long as the assignment continues. Such an estimate is based solely on the information available to us at the time of the estimate and is not a fixed price quote.
3.3 In addition to fees, certain costs may be charged, including for bids and travel, other advisors, registration fees, database search fees, conference rooms for computer room purposes, in particular hired staff, catering, teleconferences and extensive reproduction of documents.
3.4 In addition to fees and reimbursement of costs, VAT applies where we are required to charge it. This also applies if you have provided us with an incorrect VAT number.
4 Invoicing and payment
4.1 Unless otherwise agreed, we will invoice you on an ongoing basis, normally monthly.
4.2 We may in some cases issue a down payment invoice “a conto” for our fee. In such cases, the final invoice will indicate the total amount from which the “a conto” amount will be deducted.
4.3 Each invoice indicates a due date, normally 20 days from the invoice date. In the event of non-payment, interest on late payment will be charged at the interest rate applicable under the Interest Act from the due date until the payment is received.
5 Privacy and insider issues
5.1 We observe confidentiality in our assignments. In some cases, however, we may be required by law to disclose information.
5.2 Once a case has become public knowledge, in our marketing and on our website, we may provide information about our involvement in the case and about other already publicly known information about the matter. If we have reason to believe that you do not want us to provide the information, we will ask for your approval before this happens.
6 Electronic communications
6.1 If you do not request us to communicate otherwise, our communication with you and other actors in the specific assignment will be largely done through e-mail or the Internet. Electronic communications have risks from a security and privacy point of view. Furthermore, there is a risk that filters, firewalls and other security devices will filter out legitimate emails, which is why important emails should be followed up by phone. In view of the risks associated with electronic communications, we assume no liability for such risks.
7 Intellectual property rights
7.1 Intellectual property rights to the work results we generate in an assignment belong to us, but you have the right to use the results for the purposes for which they have been produced. Unless otherwise specifically agreed, no document or other work result generated by us may be widely disseminated or used for marketing purposes.
8 Cessasstions of assignments
8.1 You may terminate your cooperation with us at any time by requesting that we withdraw from the assignment. However, you must pay for the services we have performed and for the costs we incurred before the end of the assignment.
8.2 As regards conflicts of interest, we are usually prevented from representing a party if there is a conflict in relation to other clients. Therefore, we carry out a check on whether there is a conflict of interest before we undertake a mission. Despite such checks, circumstances may subsequently occur that prevent us from representing you in an ongoing or future assignment. In view of the foregoing, it is therefore important that you provide us before and during the assignment with the information that you deem relevant to determine whether an actual or potential conflict of interest exists.
9 Complaints and claims
9.1 If for any reason you are dissatisfied with our services and wish to make a complaint or claim, you must notify your contact person as soon as you become aware of the circumstances on which the complaint or claim is based. Claims may not be made later than 365 days after the latter of (i) the date of our last invoice in the assignment to which the claim relates and (ii) the day on which the circumstances on which the claim was based became known to you or could have become known to you if you had carried out reasonable research.
9.2 If your claim is based on the claims of an authority or other third party against you, we or our insurers shall have the right to respond to, settle and reconcile the claim on your behalf provided that, taking into account the limitations of liability set out in these General Terms and Conditions and any written contract confirmation, we will hold you harmless. If you respond, regulate, reconcile or otherwise take any action regarding such a claim without our consent, we shall have no liability for the claim.
9.3 If we or our insurer pay compensation to you in connection to your claim, you shall, as a condition of payment, transfer to us or our insurers the right to recourse against third parties by subrogation or transfer.
10 Limitations of liability
10.1 Our liability for damage caused to you as a result of error or negligence or breach of contract on our part is limited to an amount equal to the compensation paid to us for the performance of the assignment unless we caused the damage intentionally or through gross negligence. The limitation also applies to several damages, if these damages were caused by the same fault or negligence regardless of when the damage occurred or was caused. Our liability is always limited to SEK 10 million per injury.
10.2 Our liability for damages shall be reduced by amounts that you may obtain under insurance that you have taken out or that you are otherwise covered by or under a contract or indemnity scheme to which you entered into or are the beneficiary, provided that it is not incompatible with the terms of the insurance or conditions of the contract or indemnity relationship and that your rights under the insurance, agreement or indemnity relationship is not restricted.
10.3 We are not responsible for any damage caused by using our work results or advice in any other context or for any purpose other than for which it was given. Subject to paragraph 10.5, we are not responsible for any damage suffered by third parties by using our work results or advice.
10.4 We are not responsible for damage caused by circumstances beyond our control that we could not reasonably have anticipated at the time of the adoption of the assignment and whose consequences we could not reasonably have avoided or overcome.
10.5 If, at your request, we allow an outside person to rely on our work results or advice, this shall not increase or otherwise affect our responsibilities. We may be held liable in relation to such a third party only to the same extent that we could have been held liable to you. Amounts that we may be required to disclose to such a third party, shall, correspondingly, reduce our liability in relation to you and vice versa. There is no client relationship between us and the outside person. What has been said in the foregoing also applies in cases where we, at your request, issue a certificate, statement or similar to a third party.
10.6 If we hire or work with other advisors (or professionals), they shall be deemed to be independent in relation to us in all aspects. We are therefore not responsible for other advisors, whether for the services or advice they provide, for their choice or for recommending them. This applies regardless of whether the advisor reports to us or to you. If you instruct us to engage other advisors on your behalf, unless you notify us otherwise also includes the authority for us to accept such limitations of liability. We are not responsible for fees and costs charged by other advisors (or professionals).
10.7 If we, together with one or more other advisors (or professionals) were to be liable for any damage suffered by you, our liability for the damage shall be limited to the proportion of the damage corresponding to our fee share of the fee to all advisors (and whether the other advisors have excluded or limited their liability or would be unable to pay their share of the claim).
10.8 If we, together with one or more other advisers (or professionals) were to be jointly and severally liable for an injury suffered by you and any of the other advisors’ liability in relation to you is more limited than ours, our liability shall be reduced by the amount that we would otherwise have been able to recover from the other advisor if his responsibilities had not been limited (and regardless of whether the adviser would have been able to pay the amount to us or not)
11 Liability insurance
11.1 We maintain liability insurance to the extent that is customary on the market. We are not obliged to report the amount of insurance coverage, but at your request we can provide a certificate from our insurance intermediary stating that the insurance cover is market-based.
12.1 When an assignment has been completed or otherwise terminated, we will archive (with us or with third parties and in paper or electronic form) virtually all documents and work results accumulated and generated under the assignment. The documents and work results will be archived during the period that, in our opinion, is required by the nature of the assignment.
12.2 As we are required to archive virtually all documents and work results accumulated or generated in the assignment, we will not be able to comply with a request to restore (without making and retaining a copy) or destroying an act or work result before the end of the filing period.
12.3 Unless otherwise specifically agreed, we are not obliged to keep your original documents. We may therefore submit to you all original documents when a mission has been completed or otherwise completed. We can keep a copy of the original documents.
13 Client identification m.m.
13.1 Under the Anti-Money Laundering and Terrorist Financing Act (“PTL”), we are under an obligation to verify the identity and ownership of our clients and to inform us of the purpose and nature of the assignment. As a rule, such information shall be provided by you before the assignment can begin. In the event that satisfactory information or documentation is not obtained, we have the right to decline or withdraw from an assignment. We may therefore ask you to provide us with identity documents and detailed information about ownership and the relevant assignment without delay. We may also be required to verify such information through external sources, such as databases. All information and documentation we obtain in connection with these checks, we are required by law to retain.
13.2 According to PTL, we are obliged to report to the Police Authority suspicions of money laundering or terrorist financing. According to PTL, we are prevented from informing you that there are suspicions and that the report has been made or may be made to the Police Authority. If there are suspicions of money laundering or terrorist financing, we are obliged to decline or withdraw from the assignment.
13.3 By law, we may be required to report to the Swedish Tax Agency information about our clients’ VAT number (VAT number) and information about invoiced fees. By engaging us, you are deemed to have consented to us fulfilling the said reporting obligation. Should you object to such reporting, we have the right to decline or resign from the assignment.
13.4 We cannot be held responsible for any damage caused to you directly or indirectly as a result of compliance with the obligations imposed on us under paragraphs 13.1 to 13.3 or for our failure to fulfil or to the same points we have declined or resigned from our duties because we have been prevented from fulfilling our obligations.
14. Personal data
14.1 The Swedish VAT House is the data controller, as defined in the General Data Protection Regulation (EU) 2016/679, for the personal data obtained in connection with the carrying out of assignments for our clients or that are otherwise processed when the assignment is prepared or administered. The personal data that is updated is, for example, name, social security number, title, contact details, billing information and other business-related information provided by you, your representative or that counterparties provide us with. The personal data is processed, for example, to carry out mandatory conflict of interest and money laundering checks and to protect your interests but also to communicate with you, which includes, for example, sending newsletters and invitations to events and training.
15.1 These General Terms and Conditions may change from time to time by us. The current version is published on our website (www.vathouse.se). Changes only apply in relation to assignments that begin after the amended version is published on our website.
15.2 If a mission confirmation has been made to you in connection with a specific assignment, the terms of the confirmation shall take precedence over these General Terms and Conditions if and to the extent that the terms are incompatible with each other.
15.3 These general terms and conditions have been drawn up in a Swedish-language version and in an English-language version. The Swedish-language version applies in relation to clients domiciled in Sweden. For other clients, the English-language version applies.
16 Applicable law and dispute resolution
16.1 Swedish law shall apply to these General Terms and Conditions (including the arbitration clause in section 16.2), any contract confirmation, our assignment, our services and our advice.
16.2 Dispute arising out of these General Terms and Conditions, any contract confirmation, our assignment, our services and our advice, shall be ultimately settled by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The seat of arbitration shall be Stockholm. The language of the procedure should be Swedish, unless we and you agree to use English instead.
16.3 Arbitration requested with reference to paragraph 16.2 and information arising during the proceedings as well as decisions or arbitrations issued in connection with the proceedings are subject to confidentiality and may not be disclosed to third parties without the express consent of the other party. However, one Party shall not be prevented from disclosing such classified information in order to maintain or exercise its rights in relation to the other Party or if it is obliged to disclose the information by law or other applicable forced rules.
16.4 No matter what is stated in paragraph 16.2, we have the right to bring an action regarding overdue claims in courts that have jurisdiction over you or any of your assets.
The Swedish VAT House AB’s processing of personal data
In connection with the assignment, The Swedish VAT House AB AB (org. no. 559353-8316) (hereinafter “The Swedish VAT House, “us” and / or “we”), will process a number of personal data in the capacity of personal data controller. In this information, we want to inform you as a customer representative about our personal data processing in the capacity of personal data controller.
The purpose of this information is for you as a representative, signatory, owner or similar (“representative”) of our client to receive information about how we process your personal data and what rights you have. We process your personal data in accordance with applicable data protection legislation, including the Data Protection Regulation, and take the technical and organizational measures necessary to protect the personal data. For information on how we process personal data for marketing purposes, or within the framework of our sales process, please refer to information on our website.
The Client undertakes to forward this information to all representatives of the Client whose personal data The Swedish VAT House may process as set out below.
What personal data do we process?
Registration of contact persons in the customer register and administration of the customer assignment
Before and during the assignment, The Swedish VAT House will process contact information (e.g. name, social security number, address, telephone number and e-mail address) as well as information in connection with the assignment agreement (e.g. signature of assignment agreement or information that you give us in connection with correspondence) to the client’s representative in The Swedish VAT House customer records. This is to be able to administer the assignment and invoice for the work performed. We base this processing on our legitimate interest and in order to fulfill the assignment agreement. We save this information for as long as necessary to fulfill the assignment agreement, or as long as required by archiving and accounting rules (at least seven years).
Customer due diligence and anti-money laundering measures under the Money Laundering Act
Personal data is processed about representatives prior to the adoption of clients and/or assignments and continuously during the assignment in order to achieve and maintain sufficient customer due diligence and take and document measures under the Act on Measures against Money Laundering and Terrorist Financing (the “Money Laundering Act”). Such processing is necessary to comply with legal obligations incumbent on us. We process your contact information (e.g. name, social security number, address, telephone number and e-mail address) and in some cases copies of identity documents. We also check background information about you in a managerial position/owner (to check beneficial owner), and also information related to criminal convictions and violations. Personal data processed for money laundering control will be retained for at least five years after the contractual relationship has ended, but may in some cases be retained for ten years.
Industry-standard risk assessment and customer due diligence
We process your contact information (e.g. name, social security number, address, telephone number and e-mail address) as well as certain publicly available information to carry out risk assessment of our assignments and clients. We also carry out a financial situation check for this purpose. The legal basis for the risk assessment is a balance of interests, where we have a legitimate interest in being able to manage risks in the business. Personal data included in the risk assessment and customer due diligence process will be retained ten years after the contractual relationship has ended.
Business follow-up and statistics
After an assignment has been completed, The Swedish VAT House may process representatives’ contact information (e.g. name, address, telephone number and e-mail address) to carry out business follow-up and statistics. This is supported by a balance of interests to satisfy our legitimate interest in conducting business follow-up and producing overall statistics, e.g. to evaluate customer satisfaction or keep internal reporting to owners and stakeholders (e.g. banks). The processing will take place during the time of the assignment agreement and to fulfill the purpose of this processing. We will retain this information for three years after the contractual relationship ends. We will keep statistics on aggregated information (where the information cannot identify you as a data subject).
The Swedish VAT House performs regular quality checks. Within the framework of such control, personal data that we have received and processed within the framework of a completed assignment may be processed again, in order to check the quality of work performed in accordance with The Swedish VAT House’s legitimate interest in ensuring the highest quality as a legal basis. Personal data that we process for this purpose is such personal data that is included in our assignment documentation (e.g. contact information, basis for assumption / review of the assignment, assignment agreement, assignment planning, documentation showing work performed, service notes, advice and reports, routine descriptions, etc.). Personal data included in our assignment documentation and in order to be able to carry out quality checks will be retained for ten years after the contractual relationship ends.
Establish, assert or defend legal claims
We will retain assignment documentation on the basis of a balance of interests to satisfy our legitimate interest in documenting the assignment. The personal data necessary to fulfill that purpose will thus also be retained. In the event of a claim, the retained personal data that appears in the assignment documentation (e.g. name, address, telephone number and e-mail address and personal data used for background checks and risk assessments, see above) may be processed in order to establish or assert a legal claim or defend The Swedish VAT House against such. The personal data will be retained for a period of ten years after the end of the assignment to fulfill that purpose.
Where is the data collected from?
The personal data processed by us for the above purposes is obtained directly from the representative, from the client, its group companies, the Swedish Tax Agency, the Swedish Companies Registration Office or other public sources and databases.
Transfer and disclosure of personal data
We are obliged to ensure that the information processed in connection with the assignment does not become available to unauthorized persons, which means that personal data will be treated confidentially. In certain situations, we need to transfer the personal data, which will be done in accordance with the Data Protection Regulation, see below.
Personal data assistants
In order to fulfill the purposes of our personal data processing, service and system suppliers of IT, archiving services, e-mail services, providers of public databases and surveillance systems, file management systems and others who process personal data on our behalf (as personal data assistants) are engaged. The Swedish VAT House personal data assistants may only process the personal data according to our instructions. They are also required by law to take appropriate technical and organizational security measures to protect the data.
Other controllers and authorities
We may also disclose personal data to recipients other than those stated above, e.g. to perform quality checks, perform risk assessment, comply with applicable laws or a request / injunction from a competent court or authority (e.g. the County Administrative Board regarding customer due diligence and anti-money laundering measures, for financial reporting to owners and banks, and to satisfy The Swedish VAT House legitimate interest in establishing, asserting and defending legal claims (e.g. debt management companies and/or authorities, such as debt collection or bankruptcy trustees). We may also disclose information to insurance companies or advisors in connection with a legal proceeding to the extent necessary for us to be able to safeguard our legitimate interests.
Protection of personal data
We are responsible for ensuring that the personal data processed is protected through the necessary technical and organizational security measures, taking into account what is appropriate in relation to the nature and sensitivity of the personal data. Our systems and our organization are arranged so that unauthorized persons do not have access to the personal data processed in connection with the assignment. The processing of personal data does not take place beyond the purposes and time period that is necessary.
You have certain rights associated with how we process your personal data, namely:
- Right of access (so-called register extract) – you have the right to request information about what personal data we process about you, for example by requesting a so-called register extract.
- Right to rectification – if you believe that a personal data about you is incorrect or incomplete, you have the right to request correction of or supplement your personal data.
- Right to object to processing for direct marketing purposes – you can unsubscribe from mailings at any time by reporting this to us, e.g. by clicking on an unsubscribe link in the mailing.
- Right to object to processing based on The Swedish VAT House’s legitimate interest – in some cases you have the right to object to our personal data processing, and we will then not continue with the processing unless we have reasons that outweigh your privacy interest.
- Restriction of processing – you can request restriction if, for example, you believe that the personal data is incorrect or if you believe that the personal data is no longer necessary for the purpose for which it is processed.
- Right to erasure – you may in some cases request that the personal data be deleted, e.g. if they are no longer necessary for the purpose for which they are processed or if you consider the processing to be incompatible with applicable data protection legislation.
- Right to data portability – you also have the right to receive the personal data concerning you in a structured, commonly used and machine-readable format (data portability) for transmission to another data controller.
Please note that personal data processed for adoption and review of assignments, we are obliged to retain for at least ten years. This means that it is not allowed to delete personal data included in such documentation beforehand and sometimes it is also not allowed to correct the data. For the aforementioned reasons, it is not possible for us in such cases, at the request of a data subject, to restrict or restrict processing.
Contact person for questions
If you have any questions, you can contact us via firstname.lastname@example.org or the Data Protection Officer, The Swedish VAT House AB, Box 4011, 116 45 Stockholm. You also have the right to turn to the Supervisory Authority , Datainspektionen, in the event of a complaint.