Terms and Conditions

Lorentzen & Partners, Statsautoriserede Revisorer ApS
(CVR no. 45 32 89 88)

1. Introduction

1.1 These general terms of business, the client-specific engagement letter, any data processing agreement, and any written addenda together constitute the agreement (the "Agreement") between the client (the "Client") and Lorentzen & Partners, Statsautoriserede Revisorer ApS ("L&P").

1.2 In the event of any discrepancy between these terms of business and the engagement letter, the engagement letter shall prevail.

1.3 These terms of business apply to every engagement undertaken by L&P, regardless of the nature, scope, or method of engagement.

2. Services

2.1 The nature and scope of the services are set out in the engagement letter. Changes or extensions must be agreed upon in writing.

2.2 L&P may replace assigned staff with other qualified personnel.

2.3 Unless otherwise agreed in writing, all time estimates are approximate and contingent upon the Client's timely cooperation.

2.4 L&P is not obligated to update delivered reports or advice after final delivery.

2.5 L&P is a member of Kreston Danmark and Kreston International, which consist of independent legal entities. Other Kreston entities are not covered by this agreement unless explicitly stated otherwise.

3. Quality and regulation

3.1 L&P is subject to an internal quality management system.

3.2 L&P is subject to quality control in accordance with the Danish Auditors Act, FSR – Danish Auditors, and network regulations.

3.3 In connection with quality control, confidential information may be disclosed to the extent necessary, subject to confidentiality obligations.

3.4 L&P complies with:

• The Auditors Act and relevant legislation
• Applicable ethical standards
• FSR’s code of ethics
• Tax ethics recommendations

4. Cooperation

4.1 The parties shall loyally keep each other informed of significant matters.

4.2 The Client shall:

• Make necessary materials available
• Provide accurate and complete information
• Make decisions in a timely manner
• Ensure internal resources
• Contribute to regulatory compliance

4.3 The Client bears the risk of errors, defects, or delays resulting from incomplete or inaccurate information.

4.4 Additional work resulting from the Client's circumstances will be invoiced separately.

5. Fees and payment

5.1 The fee is specified in the engagement letter. In the absence of such a letter, fees are calculated based on time spent.

5.2 Hourly rates are adjusted annually without separate notice.

5.3 Fixed fees are based on unchanged conditions. Adjustments may be made if:

• Changing conditions
• Information was incomplete
• Changes due to the Client

5.4 Disbursements and reasonable expenses are invoiced separately.

5.5 Payment terms: 8 days net.
In case of late payment, interest is charged in accordance with the Interest Act.

5.6 L&P may withhold deliverables in the event of payment default.

6. Duty of Confidentiality and Non-Disclosure

6.1 L&P and its employees are subject to a statutory duty of confidentiality.

6.2 Information is only disclosed:

• With consent
• To another advisor under confidentiality
• If required by law
• For quality control

6.3 L&P may use the Client's name as a reference unless the Client requests otherwise in writing.

7. Anti-Money Laundering Legislation

7.1 L&P is subject to the Anti-Money Laundering Act and performs customer due diligence procedures.

7.2 Documentation is retained in accordance with legislation (typically 5 years).

7.3 In case of suspected money laundering, information may be disclosed to relevant authorities without notifying the Client.

8. Personal Data

8.1 L&P processes personal data in accordance with applicable data protection legislation.

8.2 If L&P acts as a data processor, the relationship is governed by a separate data processing agreement.

9. Electronic communication

9.1 The parties accept electronic communication.

9.2 L&P is not liable for losses resulting from:

• Viruses
• Unauthorized access
• Data loss
• System errors

provided that standard security measures have been observed.

10. Limitation of liability

10.1 L&P is liable in accordance with the general rules of Danish law, subject to the limitations set out below.

10.2 L&P’s total liability for services that do not involve the issuance of assurance reports is limited to:

5 times the fee invoiced and paid for the service in question, subject to a maximum of DKK 1,000,000.

For recurring services, the fee is calculated as the fees invoiced and paid during the preceding 12 months.

10.3 In all cases, liability is limited to the amount covered by L&P’s professional indemnity insurance.

10.4 L&P is not liable for:

• Indirect loss
• Operating loss
• Loss of goodwill
• Loss of profit
• Consequential damages
• Loss of data

10.5 L&P assumes no liability towards third parties.
The Client may not disclose reports to third parties without written consent.

10.6 If reliance is granted to a third party, this requires a separate written agreement and may incur a separate fee.

10.7 The limitation of liability also applies in cases of gross negligence, but not in cases of willful misconduct.

11. Conflicts of interest

11.1 L&P conducts conflict checks.

11.2 The Client must immediately notify L&P of any potential conflict of interest.

12. Copyright

12.1 L&P retains all intellectual property rights to methods, models, and systems.

13. Termination and expiry

13.1 The agreement terminates upon delivery of the service, unless otherwise agreed.

13.2 Upon termination, the Client shall pay for work performed as well as reasonable costs.

14. Breach of contract

14.1 A material breach may lead to termination upon notice.

14.2 Failure to pay is considered a material breach.

15. Force majeure

15.1 L&P is not liable for any failure to perform due to force majeure, including cyberattacks, government orders, pandemics, war, etc.

16. Governing law and venue

16.1 This agreement is governed by Danish law.

16.2 Disputes shall be settled by the Danish courts, with the registered office of L&P as the agreed venue.