Terms and Conditions
General Terms and Conditions
for African Security Analysis AB (2025:1)
1. General
1.1 These General Terms and Conditions apply to all assignments that African Security Analysis AB ( “ASA”) carries out for its’ clients.
1.2 These General Terms and Conditions are also applicable to additional assignments and follow- up assignments.
1.3 When you engage ASA, you are considered to have accepted these General Terms and Conditions.
**1.4 **The following definitions apply in these General Terms and Conditions:
• client: the party giving the assignment.
• assignment/s: all work for which an assignment has been given, or which is performed or should be performed by ASA for other reasons directly related to the assignment, in the broadest sense and encompassing in any case the work as indicated in the assignment confirmation.
• professional: a person who is a salaried employee or is otherwise working with ASA, performing the assigned professional work for ASA.
1.5 All assignments will be accepted and carried out exclusively by ASA.
1.6 The board of ASA and/ or directors of the practicing companies and/ or authorized representatives, as well as those working for or for the benefit of ASA, whether in employment or otherwise, are not personally bound or liable.
1.7 These General Terms and Conditions may be changed from time to time by ASA. The current version is always published on ASA's website, www.africansecurityanalysis.com Changes only apply in relation to assignments that begin after the changed version is posted on ASA's website.
1.8 Standard terms of the client do not apply, unless such have been accepted in writing by ASA.
2. Conclusion of Agreement
2.1 An agreement between the client and ASA is concluded at the time that the assignment confirmation signed by ASA and the client is returned and received by ASA. The assignment confirmation is based on the information provided by the client to ASA at that time. The assignment confirmation is deemed to be a complete and accurate representation of the agreement.
2.2 If the assignment is given verbally and ASA has initiated it at the client’s request, the assignment will be deemed to have been concluded under the applicability of these General Terms and Conditions.
2.3 The agreement is entered into for an indefinite period, unless it emerges from the content, nature or scope of the granted assignment that it has been entered into for a defined period.
2.4 Each agreement is concluded on the suspensive condition that the creditworthiness of the client has proved satisfactory and/ or has been assured. If desired by ASA, the client must provide ASA with satisfactory security.
3. Provision of information by the client
3.1 The client is required to provide all information and documents ASA deems necessary to perform the granted assignment correctly, in a timely manner and in the desired form and manner.
3.2 The client warrants the accuracy, completeness and reliability of the information and documents provided to ASA, even if such information and documents originate from third parties, in so far as the nature of the assignment does not provide otherwise. Without prejudice to the provisions of Article 12 (Liability) of these General Terms and Conditions, the Client shall indemnify ASA against all damage resulting from incorrect or incomplete information, data and documents.
3.3 If and to the extent that the client requests, the provided documents will be returned to the client.
3.4 Additional charges and additional fees arising from delays in the execution of the assignment caused by non-provision, late provision or improper provision of the required information and documents are at the client’s expense.
4. Execution of the Assignment
4.1 ASA will determine the manner in which the granted assignment will be executed, and by whom.
4.2 ASA cannot perform and charge work to the client in excess of what is ordered until the client has provided prior consent, unless such work is covered by the ASA’s duty of care.
4.3 In hiring a third party, ASA will take the necessary care and confer with the client in selecting said third party as much as is customary or reasonable in the relationship to the client. ASA is authorized to accept terms that apply in the relationship between ASA and the third party, or which are established by the third party.
4.4 The services to be rendered by ASA will be performed to its best insight and according to the requirements of professional practice.
4.5 Regarding work intended to achieve a particular result, financial or otherwise, ASA is only subject to an obligation of effort.
4.6 All work will be executed on the basis of the current and applicable Swedish laws and regulations and the policy rules standards set by the legislator and designated authorities based thereon.
5. Confidentiality and Publicity
5.1 Except for an obligation of disclosure in accordance with any legal provision, (professional) rule, (European) directive and/ or other regulation or in the event that ASA acts for itself and/ or for persons affiliated with or working for ASA in a disciplinary, civil, administrative or criminal proceedings where such information may be important, ASA is required to maintain confidentiality with regard to third parties and ASA is not entitled to use the information provided to it by the client for purposes other than that for which it has been obtained.
5.2 ASA shall impose its obligations under this article on third parties that it hires.
5.3 This provision does not impede confidential collegial consultation or professional review, insofar as ASA deems it necessary as part of the requirements of professional practice and/or careful execution of the assignment. ASA will ensure that confidentiality is also maintained in this area, particularly regarding the third-party experts hired by ASA, whether within its own organization or otherwise.
5.4 Not contrary to the provisions of Article 5.1, the use of anonymous data relating to the main areas of the work performed for (potential) customers by ASA will be considered, in so far as it is only modified to demonstrate the experience of ASA.
5.5 After completion of the assignment and notwithstanding the provisions in this article, ASA is entitled to communicate the services it has provided to the client via the media or otherwise. The content of the public statements as well as the manner in which they are stated requires prior written approval from the client.
6. Intellectual Property
6.1 ASA reserves all rights regarding intellectual products that it uses or has used as part of executing the client’s assignment, in as much as these arise from the law.
6.2 The client has the right to reproduce and make publicly available written results delivered by ASA within the framework of the assignment.
6.3 ASA has the right to reproduce documents for use in its own organization, where such use suits the purpose of the assignments. In the event of early termination, the foregoing provisions will remain in full effect.
7. Remuneration
7.1 If the parties have not agreed otherwise in writing, ASA will charge a fixed quoted fee for all assignments, plus advances and VAT.
7.2 If, after the conclusion of the agreement but before the assignment is carried out in full, factors determining the rate, such as wages and/or prices, undergo a change, ASA will be entitled to adjust the agreed fee accordingly, unless the client and ASA have made other agreements thereon.
7.3 In so far as a set price has been agreed on for performing certain services and provision of said services results in additional work or performances that cannot reasonably be included in the set price, ASA will inform the client in time of the financial consequences of such additional work or performances. If the financial consequences imply that the set price will be substantially exceeded, the client will be entitled to dissolve the agreement, provided the client has indicated this within fourteen (14) days after the above written notice.
7.4 ASA’s fee, increased as necessary by advances and claims of hired third parties, will be charged to the client monthly, unless the client and ASA have made other arrangements.
7.5 If there is reason to do so in view of the nature of the matter, ASA may request a deposit payment or other security from the client relative to fees and advances it will be owed, or expenses to be incurred for it, before the assigned work is begun or continued. Any advances paid will be settled against the claim, final or otherwise.
8. Payment
8.1 Payment by the client must occur, without deduction, discount or settlement of debts, within the agreed deadlines, no later than thirty days (30) from the invoice date in any event. Payment must be made in euros by means of a transfer in favor of a bank account to be indicated by ASA.
8.2 If the client has not paid within the period stated in Article 8.1, ASA will be entitled, having ordered the client once to pay, to charge the client late payment interest in accordance with the Swedish Interest Act (swe. räntelagen (1975:635)) from the due date until the date of full payment, without further notice of default, notwithstanding ASA’s other rights.
8.3 In the event of late payment, ASA will be entitled to suspend execution of the assignment without this resulting in any responsibility for damage on the part of ASA.
8.4 If ASA believes that the client’s financial situation or payment practices warrant it, ASA is entitled to require the client to provide a specific security or additional security immediately, in a form to be determined by ASA. If the client neglects to provide the requested security, ASA will be entitled, notwithstanding its other rights, to suspend further execution of the assignment immediately and all amounts owed by the client to ASA for any reason will be due immediately.
9. Complaints
9.1 Claims regarding the performance of an assignment and/ or the invoice amount must be indicated to ASA in writing within thirty (30) days after the posting date of the documents or information that is the subject of the client’s claim, or within thirty (30) days after discovery of the fault if the client demonstrates that it could not reasonably have discovered the fault earlier. Only claims submitted in writing can be handled.
9.2 Claims as indicated in the first part will not suspend the client’s payment obligation.
9.3 In the case of a justly made claim, ASA has the option of either adjusting the fee charged, correcting or redoing the rejected work at no charge, or not carrying out or furthering the assignment, in whole or in part, in return for compensation in proportion to the fee already paid by the client.
9.4 In the case of a claim regarding ASA’s performed assignment, the client will submit it to the adviser dealing with it. If this does not result in a satisfactory solution to the claimant, a different adviser of ASA will be designated at the claimant’s request to act as a complaint official to investigate the complaint, and to mediate where possible. Inasmuch as a claimant wishes to address an official complaint directly, it may indicate this. If desirable in the opinion of the client and ASA, the parties will initially attempt to achieve a simple dispute resolution that provides for arbitration or a binding recommendation.
10. Delivery period
10.1 If the client owes an advance payment or must provide information and/ or materials required for the execution of the assignment, the period in which the assignment must be completed will not be earlier than the time that payment is received in full or the information and/ or materials have been made fully available, respectively.
10.2 Periods within which the work must be completed are only to be considered definitive if this is explicitly agreed.
10.3 Unless execution is impossible on a permanent basis, the agreement cannot be dissolved by the client due to the period having been exceeded unless ASA also does not carry out the agreement, fully or in part, within a period indicated to it in writing after the agreed delivery period has passed. Dissolution will then be permitted in accordance with Swedish law.
11. Termination/dissolution
11.1 Client and ASA may terminate the agreement at any time. If the agreement is terminated before the assignment is completed, the provisions of Article 7 with respect to the remuneration will apply.
11.2 Termination must be notified to the other party in writing.
11.3 If and in so far as ASA terminates the contract between the client and ASA by giving notice, ASA is required to make the reasons underlying the termination known and to do everything that is necessary in the circumstances in the interest of the other party.
11.4 In case the client cancels the agreement early, the client is obliged to compensate ASA for all damages and costs incurred by ASA. Such damage and costs include but are not limited to all costs that ASA has incurred in connection with the agreement and the (future) work, investments, losses resulting from lower capacity utilization, as well as additional costs that they reasonably incur as a result of the early termination of the agreement (such as, inter alia costs to sub- contractors) unless there are facts and circumstances regarding the termination that are attributable to ASA.
11.5 In the event of unforeseen circumstances (Force Majeure) ASA is entitled to terminate the agreement with immediate effect in writing.
11.6 Both the client and ASA shall be entitled to dissolve the agreement if the other party culpably fails to fulfil a substantial obligation under the agreement and is therefore in default.
11.7 In the event of termination on the basis of Article 11.4, 11.5 or 11.6, ASA retains the right for invoices to be paid for work already carried out and additional work already discussed. The payment obligation with respect to the completed work that has already been declared by the client as complete at the time of termination of the agreement shall be due immediately and in full.
12. Liability
12.1 ASA performs the agreed assignment/s based on the facts and other circumstances known at the time of its execution. ASA cannot be held responsible for any actions, and consequences thereof, that the client may take based on the information provided by ASA within the scope of the assignment.
12.2 If ASA is found to be in fault as defined in Article 12.7, ASA is liable for such damage up to a maximum amount of ASA’s fee for that assignment, but never more than the amount paid by ASA’s relevant professional liability insurance, plus the amount of the excess that is borne by ASA in connection with the insurance policy. On request, information will be provided on professional liability insurance policies taken out by ASA and the coverage provided. If for any reason no payment is received from such insurance, all liability will be limited to the amount paid to ASA in the applicable case in the applicable calendar year by the client, up to a maximum of €10,000.
12.3 The client indemnifies ASA against claims by third parties, including reasonable cost for legal assistance, related in any way with the work performed for the client, unless resulting from gross negligence and/ or intent on the part of ASA.
12.4 The client indemnifies ASA against claims regarding directors’ liability, including reasonable cost of legal assistance, related in any way with the work performed for the client, unless resulting from gross negligence and/ or intent on the part ASA.
12.5 ASA is authorized to accept terms applying to its relationship with the third party or demanded by the third party, including any liability limitations (or exclusion) in as much as the execution of the assignment by the third party is concerned. The client has the right to review such terms. Claims by the client will at no time be directed against the third party directly.
12.6 All liability for (legal) actions and shortcomings of any nature by third parties hired by ASA is excluded.
12.7 ASA is liable only for damage occurring during or at the time of the execution of the assignment if and insofar as the resulting damage is caused by gross negligence and/or with intent on the part of ASA.
12.8 Explicitly excluded from the personal liability of ASA are those employed by or for him as chartered accountants, chartered surveyors or other employees.
12.9 Damage resulting from inaccuracies in texts or printed matter, or messages via electronic means, that have been checked or approved by the client, cannot be claimed against ASA by the client.
13. Electronic Communication
13.1 The client and ASA may communicate with each other by electronic means during the execution of the assignment. Notwithstanding the terms of Article 13 of the General Terms and Conditions, ASA is not liable for damage incurred by the client as a result of the use of electronic means of communication, including, but not limited to, damage resulting from non- delivery or delay in the delivery of electronic communications, interception or manipulation of electronic communications by third parties or by software/ hardware used to transmit, receive or process electronic communications, transmission of viruses and non- functioning or improper functioning of the telecommunications network or other resources required for electronic communications, except inasmuch as the damage is the result of gross fault and/ or intent by ASA. Data extracts from the computer systems of ASA provide binding evidence of the electronic communications, and/ or their content, sent by ASA until such time as counter- evidence is provided by the client.
14. Expiry
14.1 The provisions of these General Terms and Conditions, which are explicitly or implicitly intended to remain in effect after the end of this agreement, will remain in effect thereafter and continue to be binding for the parties.
14.2 Insofar as these General Terms and Conditions do not indicate otherwise, rights of claim and other rights of the client, on any basis, against ASA with regard to the performance of work by ASA, will in any event expire after six (6) months from the time that the client became aware or could reasonably have been aware of the existence of such rights and entitlements.
15. Right of suspension
15.1 ASA is authorized to suspend the fulfilment of all its obligations, including the issuing of documents or other items to the client or third parties, until such time as all claims due to the client are completely satisfied.
16. Applicable law and dispute forum
16.1 All agreements between the client and ASA to which these General Terms and Conditions apply are governed by the substantive law of Sweden.
16.2 Notwithstanding the provisions in article 9.4, any unsolved dispute, controversy or claim arising out of or in connection relating to agreements between the client and ASA, to which these General Terms and Conditions apply, or the breach, termination, or invalidity thereof, shall be finally settled by arbitration in accordance with the Expedited Rules of the of the Arbitration Institute of the Stockholm Chamber of Commerce.
16.3 The place of arbitration shall be Stockholm.
16.4 The language to be used in the arbitral proceedings shall be English.
16.5 The parties undertake, indefinitely, not to disclose the existence of or the contents of any judgement related to or in connection with an agreement between the parties or any information regarding negotiations, arbitration proceedings or mediation in connection therewith. The confidentiality undertaking in this clause 16.5 shall not apply in relation to information which any of the parties is required to disclose, retain or maintain by law or other constitution, order of public authority, good custom or otherwise required for the execution of a judgment.