Terms of engagement
These terms govern our services unless we have agreed something different with you in writing.
1. Who we are
Corporate Service Sweden is a business name of Ascendance AB, a Swedish limited company with registration number 559584-9364, registered office in Stockholm ("we", "us", "our"). Our address and contact details are set out on our contact page.
We provide corporate administration and legal services. We are not authorised to represent clients in proceedings reserved for members of the Swedish Bar Association, and we will tell you if a matter requires that.
2. When these terms apply
These terms apply to every engagement we accept, from the moment we confirm it in writing. By instructing us you accept them. Where we have signed a separate engagement letter with you and it conflicts with these terms, the engagement letter prevails.
We may amend these terms. For one-off services, the version in force when we confirm the engagement applies. For recurring services, we will give you at least 30 days' written notice of a change, and you may terminate the service before it takes effect.
3. Scope of our services
Our scope is what we confirm in writing when accepting the engagement. Anything not stated there is outside scope, including in particular:
- Tax advice, tax returns, bookkeeping, payroll and annual accounts
- Advice on the laws of any jurisdiction other than Sweden
- Representation in court, arbitration or before enforcement authorities
- Ongoing monitoring of your legal position after a matter is completed
Our advice is given for the specific matter and the facts you provide, at the time it is given. It may not be relied on for any other purpose, and we assume no obligation to update it if the law or the facts change. Advice is given to you alone; no third party may rely on it without our written consent.
4. Accepting an engagement and client due diligence
Before accepting any engagement we carry out client due diligence, including identification and verification of you, your ownership structure and your beneficial owners, and we may ask about the purpose of the engagement and the source of funds. We carry out ongoing monitoring during the engagement.
You must provide the information and documentation we request, and tell us without delay if anything changes. We may decline to accept an engagement, or suspend or terminate an existing one, where we cannot complete due diligence to our satisfaction, and we are not required to give reasons. Applicable law may prevent us from telling you the reason for a decision.
We also check for conflicts of interest before accepting an engagement, and may decline where a conflict exists.
5. Fees
Our fixed fees are published on our fees page and apply to the scope described for each service. Work outside that scope is charged separately, and we will agree the additional fee with you before we carry it out. We do not carry out chargeable work you have not agreed to.
All fees are stated in SEK and exclusive of VAT. VAT is added where applicable; for business customers outside Sweden, VAT is generally accounted for by the customer under the reverse charge mechanism.
Currency. All fees are stated in SEK, which is the currency of the engagement. We can invoice in EUR, GBP or USD on request, converted at the exchange rate applicable on the date of invoice. You bear any currency conversion cost and exchange rate movement.
Disbursements. Government fees, registration fees and other third-party costs are charged in addition to our fees, at cost. Disbursements are payable in advance whatever the amount, and we will not incur them on your behalf before we have received payment.
We review our fees annually. For recurring services, a change takes effect at the next renewal and we will give you at least 30 days' notice before it does.
6. Payment
Invoices are payable within 30 days of the invoice date. We may require payment in advance, in whole or in part, for one-off services and for the first period of a recurring service.
Late payment carries interest under the Swedish Interest Act (räntelagen 1975:635). If an invoice remains unpaid 14 days after its due date, we may suspend work on all your matters and withhold documents and deliverables until payment is received, and we may resign from any representative appointment in accordance with clause 8.
7. Your responsibilities
We rely on the information you give us. You are responsible for ensuring it is complete, accurate and current, and for telling us promptly when it changes. We do not independently verify the information you provide, and we are not liable for consequences arising from information that is incorrect, incomplete or out of date.
You must keep your contact details with us current at all times. This matters most where we act as your representative: we can only forward what arrives if we can reach you.
8. Representative appointments
This clause applies where we act as your process agent (särskild delgivningsmottagare), registered office and address provider, or representative under Article 27 of the General Data Protection Regulation.
8.1 Scope of our authority
A representative appointment is strictly limited to receiving communications and documents on your behalf in the capacity appointed. It does not authorise us to sign for you, bind you, incur obligations on your behalf, respond substantively, represent you before any authority or court, or take any decision for you. We act on no other instruction than the appointment itself.
8.2 What we do
We receive and acknowledge documents addressed to you in the appointed capacity, notify your named contact by email no later than the next working day, forward a copy, and hold the original securely for one year after the engagement ends, or until you ask us to forward or destroy it.
Our obligation is to forward promptly. It is not to assess, act on, or advise on what we forward, and any deadline in a forwarded document remains yours to meet. Where you want advice on something we have forwarded, that is a separate engagement.
8.3 Term, renewal and termination
Representative appointments run for twelve months and renew automatically for successive twelve-month periods unless either party gives written notice at least one month before the start of the next contract year. Fees are payable annually in advance and are not refundable on early termination.
We may resign from an appointment on one month's written notice, and with immediate effect where clause 4 or clause 6 applies. It is your responsibility to appoint a replacement before our appointment ends. You authorise us, and you undertake to take any step we reasonably request to allow us, to deregister our appointment with the relevant authority on or after the termination date. Where you have not deregistered us, we may do so ourselves.
After termination we will forward mail addressed to you for one year, after which we may return it to sender or destroy it.
8.4 Indemnity
Acting as your representative exposes us to obligations owed to authorities and third parties. You will indemnify us against any claim, penalty, fine, cost or liability we incur as a result of the appointment, except to the extent it results from our own gross negligence or wilful misconduct. This clause survives termination.
9. Limitation of liability
We are liable for damage caused by our negligent breach of these terms, subject to the limits below.
Our total liability is limited to the aggregate fees you have paid us in the twelve months preceding the event giving rise to the claim.
We are not liable for indirect or consequential loss, loss of profit, loss of business, loss of goodwill, or loss arising from decisions you take on the basis of our work. We are not liable for loss arising from information you gave us that was incorrect, incomplete or out of date, from your failure to keep your contact details current, from delay caused by an authority, bank or other third party, or from your failure to meet a deadline in a document we forwarded to you.
Nothing in these terms limits liability that cannot be limited under Swedish law, including liability for gross negligence or wilful misconduct.
A claim must be notified to us in writing without undue delay after you became aware, or ought to have become aware, of the circumstances giving rise to it, and in any event within twelve months of the completion of the engagement concerned.
We maintain professional indemnity insurance. Details of the cover are available on request.
10. Confidentiality
We keep information about you and your matters confidential, and will not disclose it except with your consent, where disclosure is necessary to carry out the engagement, or where we are required to disclose by law, including under anti-money-laundering legislation, which may prohibit us from telling you that a disclosure has been made.
11. Data protection
We process personal data in connection with our services. How we do so, and your rights, are described in our privacy notice.
Where we act as your Article 27 representative, the terms of that appointment are set out in a separate written mandate as required by the General Data Protection Regulation.
12. Retention of records
We retain engagement records for the period required by law, and in any event for at least five years after the end of the engagement where anti-money-laundering legislation applies. After that we may destroy them without further notice.
13. Intellectual property
We retain copyright and all other intellectual property rights in the documents and materials we produce. You receive a right to use them for the purpose for which they were provided.
14. Termination
You may terminate an engagement at any time on written notice. We may terminate where you fail to pay, where you fail to provide information we reasonably require, where a conflict of interest arises, where we cannot complete client due diligence, or where the relationship of trust has broken down. Clause 8.3 governs termination of representative appointments.
Fees for work carried out and disbursements incurred up to termination remain payable.
15. Complaints
If you are dissatisfied, contact us first. We will acknowledge your complaint within five working days and respond substantively within 10 working days.
16. Governing law and disputes
These terms and any engagement are governed by Swedish law, excluding its conflict of law rules. Disputes are to be settled by the Swedish courts, with Stockholms tingsrätt as the court of first instance.