General terms and conditions
General terms and conditions
Nordic Issuing AB, reg.nr. 559338-2509 (“Nordic Issuing” or the “Contractor”), is a subsidiary to Spotlight Group AB, reg.nr. 556797-0750.. The Contractor bases all agreements (the “Agreement” or “Assignment”) on and requires that the information and the conditions presented to Nordic Issuing by the opposing party (the “Company”) is correct and valid. Furthermore, the Agreement requires i) the Company to supply Nordic Issuing with requested information, ii) to participate in requested meetings and iii) to take necessary decisions. The Company and the Contractor are hereinafter jointly referred to as “the Parties”.
If the Company is not in compliance with the above, to the extent that Nordic Issuing cannot fulfil its part of the Agreement, Nordic Issuing possess the right to withdraw from the Agreement with full remuneration from the Company for the work Nordic Issuing has performed and the costs Nordic Issuing has incurred.
When necessary, the Contractor is entitled to hire a subcontractor or other advisors within the framework of the assignment. Costs for such subcontractors or other advisors are generally paid by the Contractor. If, however, the subcontractor is obviously needed for the fulfilment of the assignment or if the Contractor hires such a subcontractor after consultation with the Customer, the cost is paid by the Customer in accordance with the paragraph ‘External Costs’ below.
In the event that the Agreement involves Nordic Issuing producing or distributing financial instruments, a by Nordic Issuing completed and accepted product approval process is a precondition for the performance of the Agreement.
The Company shall be responsible for external costs in connection with the implementation of the Assignment according to this Agreement, executed by external parties. Examples of costs for which the Company is responsible includes printing prospectuses, application forms/documents, translation, advertising, costs relating to central securities depositories, external brokerage expenses, postage or similar items. In particular, the Company shall be responsible for costs for auditors, consultants, lawyers, official fees and any stamp duty, as well as registration fees, etc., in addition to the remuneration to be paid to Nordic Issuing by the Company as per this Agreement and as accepted. Nordic Issuing is entitled to invoice the Company an administrative charge of five (5) per cent of the external costs invoiced to the Company as above. Unless otherwise agreed, interest on client accounts accrues to Nordic Issuing. Otherwise, the Company is invoiced for actual account costs.
Compensation for Nordic Issuing’s own reasonable costs such as travel, subsistence and other communication costs in connection with the implementation of the assignment in Sweden or abroad is not included in the remuneration and shall be paid regularly against invoice. In regards to traveling related to this assignment, and if other terms have not been agreed upon, Nordic Issuing imposes a cost of 750 SEK per travel hour and person. Nordic Issuing’s expenses for costs according to this section are invoiced regularly. Each cost exceeding 10 000 SEK shall beforehand be approved by the Company.
Fees and charges
Unless agreed otherwise, all fees in connection with the implementation of the Assignment according to this Agreement are determined by the skill and experience required by Nordic Issuing to fulfil the Assignment, the result achieved, the total amount of time spent, the value of the Assignment, any risks that may inflict on Nordic Issuing and the time pressure that applies to the Assignment. Nordic Issuing generally charges an amount of 2,500 SEK per hour excluding value-added tax. Unless a fixed price has been agreed on, any additional work relating to the Assignment will be charged by 2,500 SEK per hour excluding value-added tax.
Changes to the scope and execution of the assignment
Changes to the agreed assignment made by consultation and agreement between the Parties and which relate to issue arrangements, issue volume, a change to the terms and conditions of an issue, add-ons for issuing supplementary share-related instruments, such as, for instance, warrants and separable subscription rights, shall automatically be regarded as covered by the Agreement. If nothing else has been agreed shall any extra work due to changes and supplements to the scope and execution of the assignment be charged the Company on current account according to at the time current hourly rate.
All prices are stated without value-added tax. Depending on the type of service executed, value-added tax will be charged according to the made offer. If value-added tax is not charged, the Company is liable, at any time, for value-added tax levied subsequently by any tax authority or court.
Processing of personal data
By entering this Agreement the Company acknowledges and accepts that personal data will be stored and processed for the purpose of administration and fulfilment of the Agreement. Personal data will be stored and processed in accordance with at given time applicable law, including the General Data Protection Regulation (2016/679/EU) and implementing regulations, and the Swedish Act (2017:630) on measures against money laundering and financing of terrorism and other, current relevant regulation.
Complete information regarding Nordic Issuing handling of personal data can be found in Nordic Issuing’s integrity policy available on Nordic Issuing’s website: www.nordic-issuing.se
The Company is hereby informed that Nordic Issuing may record and store telephone calls and other electronic communication that has taken place between the Company and Nordic Issuing and which is presumed to lead to a transaction. Also other telephone calls and electronic communication with the Company due to administration and fulfilment of the Assignment may be recorded and stored.
Measures against money laundering and financing of terrorism
Nordic Issuing is obliged to execute controls of the Company according to the Swedish Act (2017:630) on measures against money laundering and financing of terrorism, regulation (FFFS 2017:11) by the Swedish Financial Supervisory Authority regarding measures against money laundering and financing of terrorism and any other current relevant regulation. The Company has understood that an execution and passing of these controls is a requirement for offering the Company the current financial services.
Withdrawal and termination
Nordic Issuing is entitled to the right to withdraw from the Assignment if the Company does not pay the required advance, does not pay overdue invoice, becomes insolvent or does not provide Nordic Issuing with the information needed for Nordic Issuing to fulfil the Assignment or if the Company does not participate or fulfil its obligations according to the Assignment or the Agreement.
The provisions of the Swedish Tort Liability Act (1972:207) shall apply to Nordic Issuing’s liability and liability for damages which erupts through the Assignment with the following additions. Nordic Issuing’s overall liability and liability for damages shall, unless damage has been caused by gross negligence on the part of Nordic Issuing, not exceed the remuneration Nordic Issuing has received for the Assignment or 500 000 SEK. Nordic Issuing shall not, under any circumstances, be held liable for any faults in the Assignment due to that the Company has not fulfilled its commitments towards Nordic Issuing.
Nordic Issuing is not liable for so-called indirect damages. If a third party pursues remedies or lays a claim against Nordic Issuing in connection with the Assignment, the Company shall compensate and indemnify Nordic Issuing for all costs that may arise as a result of such remedies or claims, including but not limited to compensation for a third party, legal costs and costs arising from investigations, retainers and costs attributable to Nordic Issuing ‘s own work.
The commitment to indemnify Nordic Issuing shall however cease to apply if the pursuit of remedies or claims by a third party against Nordic Issuing is solely due to or caused by Nordic Issuing’s own tort of negligence in executing the Assignment. If an indemnifiable claim arises for the Company, caused by Nordic Issuing’s execution of the Assignment, the Company shall not be entitled to hold an individual employee at Nordic Issuing liable, but may only apply to Nordic Issuing for any compensation claim. In the event that an individual employee at Nordic Issuing is held liable by a third party as a consequence of the Assignment, the Company shall indemnify the employee under the same principles as outlined above for Nordic Issuing.
Indemnity for tax issues
Nordic Issuing does not provide tax advice. The services offered by Nordic Issuing according to this Agreement does not include advice on tax issues. Where the services supplied by Nordic Issuing include advice which relates to taxation, Nordic Issuing shall not be responsible for this particular element. Nordic Issuing shall not in any respect be held responsible for tax consequences arising as a result of advice provided by Nordic Issuing. Nordic Issuing encourages the Company and its board to employ a competent tax advisor for advice and assessment of all potential tax consequences that may result from the advice and instructions provided by Nordic Issuing.
Liability for any financial information
In the event that Nordic Issuing within the scope of the Assignment prepares for example texts for a other texts, financial information and layout, this will be done in accordance with written and verbal instructions from the Company. The approval from the Swedish Financial Supervisory Authority (Finansinspektionen) or the trading venue does not imply any guarantee on the part of Nordic Issuing that the factual information in the text in the prospectus/memorandum is correct or complete. The responsibility for the information rests with the board of the client company.
Nordic Issuing is not responsible for damages caused to the Company due to Swedish or foreign legal enactments, measures by Swedish or foreign governments, acts of war, strikes, blockades, boycotts, pandemics/epidemics, natur disasters, extreme weather conditions, terrorist attacks lockouts or other similar circumstances. The reservation regarding strikes, blockades, boycotts and lockouts also applies irrespective of whether Nordic Issuing is the subject or instigator of such industrial action.
The name of the Company
The Company agrees that Nordic Issuing, at its own expense, is entitled in the media and other contexts to refer to this Agreement by using the Company´s name and/or logo and/or firm.
Use of Nordic Issuing’s name
The Company undertakes not to use Nordic Issuing’s name, logo or firm without prior written consent from Nordic Issuing. If the consent from Nordic Issuing is being withdrawn, the Company´s rights to use Nordic Issuing´s name, logo or firm will cease.
All intellectual property rights generated by the Contractor in connection to the Agreement is the property of the Contractor. The Company is, however, entitled to use the material for the purpose of which it has been provided in accordance with the Agreement. Unless otherwise agreed, any material generated by the Contractor, is not to be publicly distributed or used for marketing purposes.
In the event that a separate confidentiality agreement is not signed by the Parties, the following provisions apply (the “Confidentiality commitment”):
- In connection with initial discussions, meetings and any subsequent assignment, the Parties will have access to confidential information regarding one another’s operations. This information may be of both a technical or contractual and economic/commercial nature (the “Information”) and may be obtained either verbally or in writing.
- The Confidentiality commitment applies to information that the Parties receive or which comes to light during the execution of the Assignment, irrespective of the manner in which the Information is received (verbally, in writing, via computer, etc.).
- The Parties undertake not to use the Information for any purpose other than in connection with the Assignment.
- The Parties undertake not to pass on the Information to external parties. Unless otherwise agreed, the previous sentence does not apply in relation to the Contractor’s corporate group connections. If the Contractor, within the assignment, engages or cooperates with another subcontractor or advisor, the Contractor is entitled to disclose Information that is considered relevant for the fulfilment of the assignment.
- The Parties undertake not to copy or make extracts from documents or other carriers of Information to any extent other than that ensuing from the Assignment.
- The Parties undertake, at the request of the other party, to return or destroy all copies of documents or other carriers of the Information. However, an exception to this is any document that the Parties must retain according to applicable legislation, the Swedish Financial Supervisory Authority’s regulations or generally accepted accounting principles.
- The Parties undertake to store documents containing the Information, as well as all copies of these, in a secure manner.
- The provisions above do not apply for Information that
- is publicly known, other than through a breach of the Agreement or an obligation of confidence which an employee or service provider must have entered into as per the Agreement.
- a party already possessed before it was received from the other party and/or a third party.
- The Parties are responsible for ensuring that their employees, subcontractors and advisorsobserve the same confidentiality rules as the Parties to The Confidentiality commitment.
- The Parties’ commitments under the Confidentiality commitment apply subject to the limitations provided in applicable legislation concerning public access to information and secrecy, as well as court orders and official decisions.
- Confidentiality in accordance with this Confidentiality commitment applies for a period of ten (10) calendar years from receiving the Information.
Applicable law and resolution of disputes
The Agreement shall be governed by Swedish law. Any dispute arising out of the Agreement shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (hereinafter the Institute). The Institute’s Rules for Expedited Arbitration shall apply unless the Institute, taking into account the complexity of the case, the amount in dispute and other circumstances, determines that the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply. In the latter case, the Institute shall also decide whether the arbitral tribunal shall be composed of one or three arbitrators. The seat of arbitration shall be Malmö and the language of arbitration Swedish.
All information obtained during the arbitration process, as well as decisions and the arbitration award communicated in connection with the proceedings, are subject to confidentiality. Information encompassed by confidentiality may not be disclosed to any third Parties without the prior written consent of all Parties involved, however this is not necessary to the extent it is required for the execution of the judgment or otherwise as provided by law.
In the event that the Company has funds in a client account with Nordic Issuing, Nordic Issuing reserves the right to settle invoices and any unpaid invoices against the client account.