Terms and conditions
These terms and conditions and engagement letters constitute the overall agreement (the Agreement) between the client (the Client) and Revisionsfirmaet Albrechtsen Statsautoriseret Revisionsaktieselskab, CVR no. 77 92 64 10 (Revisionsfirmaet Albrechtsen).
1. Services provided by Revisionsfirmaet Albrechtsen
The services (the Service) provided by Revisionsfirmaet Albrechtsen are described on www.albrechtsen.com. In cases where an engagement letter has been drawn up, these terms and conditions will supplement the engagement letter.
Any increase or reduction in the scope and nature of the agreed service should be agreed in writing between the parties. Additional work carried out by Revisionsfirmaet Albrechtsen in this connection will be covered by the Agreement and be subject to the same terms, subject, however, to adjustments to the fee and schedule offered by Revisionsfirmaet Albrechtsen.
Revisionsfirmaet Albrechtsen will make every effort to provide the Service in accordance with the schedule agreed between the parties. Unless a final date of delivery is expressly agreed in writing between the Client and Revisionsfirmaet Albrechtsen all dates are estimates.
Where the Agreement states how the Service is staffed with partners and employees who are responsible for the delivery of the Service, Revisionsfirmaet Albrechtsen is entitled to replace listed persons with other partners and employees.
Revisionsfirmaet Albrechtsen is not required to update recommendations, conclusions, reports or other products, whether orally or in writing, once these have been handed over and communicated to the Client in their final form.
Revisionsfirmaet Albrechtsen is part of a global alliance, TIAG, www.tiagnet.com. If TIAG entities other than Revisionsfirmaet Albrechtsen are used in connection with the provision of services, these are subject to independent agreements and are thus not covered by these terms and conditions, unless directly stated in the Agreement.
2. Quality assurance
All services provided by Revisionsfirmaet Albrechtsen are subject to the company's internal quality assurance, including procedures for staffing, quality control and appeals.
Revisionsfirmaet Albrechtsen is subject to quality control pursuant to the Danish Act on Approved Auditors and the articles of association and rules of the Institute of State-Authorised Public Accountants in Denmark. In connection with quality control, Revisionsfirmaet Albrechtsen may disclose confidential information to the extent necessary. The recipients of such information will be subject to a duty of confidentiality, and the information will only be used for the purpose of quality control.
Revisionsfirmaet Albrechtsen undertakes to consider any appeal carefully. If Revisionsfirmaet Albrechtsen has provided a less satisfactory or inadequate service, the Client may, as an alternative to a discussion with the usual contact person at Revisionsfirmaet Albrechtsen, contact State-Authorized Public Accountant Bjarne Albrechtsen. In this connection, the Client is required to contact Revisionsfirmaet Albrechtsen immediately and in writing after having ascertained any errors and omissions in the Service provided. In this connection, Revisionsfirmaet Albrechtsen has the right to remedy any errors and omissions within reasonable time.
The parties must keep each other informed of any material matters concerning the delivery of the Service.
It is the responsibility of the Client and its staff to inform Revisionsfirmaet Albrechtsen in any relevant way in connection with the delivery of the Service, including:
- To make all necessary material available, provide the necessary information and make necessary decisions within reasonable time in relation to the nature and scope of the task
- To assign employees with adequate skills and resources
- To ensure that the Client's other business partners cooperate to the extent necessary with Revisionsfirmaet Albrechtsen
- To actively contribute to Revisionsfirmaet Albrechtsen being able to comply with all relevant national and international legislation.
It is the Client's responsibility to provide all relevant information in a timely and complete manner and to bear the risk of any consequences that inaccurate, incorrect or incomplete information may have for the Service provided by Revisionsfirmaet Albrechtsen. If the Client's circumstances result in additional work for Revisionsfirmaet Albrechtsen compared to what could be assumed on conclusion of the agreement, Revisionsfirmaet Albrechtsen is entitled to compensation for such work based on the regular hourly rates, regardless of any fixed fee agreement.
The role of Revisionsfirmaet Albrechtsen is:
·To provide services in accordance with the Agreement and any written amendments thereof; and
·To comply with relevant legislation as well as standards, guides and the code of conduct of the Institute of State-Authorised Public Accountants in Denmark.
4. Price and payment
Revisionsfirmaet Albrechtsen's fee is calculated on a time spent basis, incl. time for transport / travel based on Revisionsfirmaet Albrechtsen's fixed hourly rates in force from time to time for the partners and employees performing the work, unless otherwise expressly stated in the engagement letter and any written amendments thereof.
Hourly rates are generally adjusted once a year without separate notice or notification.
Revisionsfirmaet Albrechtsen's fee stated at the conclusion of the agreement is based on the conditions specified by the parties. It follows that, even if a fixed fee has been agreed for the Service, Revisionsfirmaet Albrechtsen is entitled to make corrections to the calculated fee in the following situations:
a) The conditions for delivery of the Service have changed;
b) The conditions were not correct or complete; or
c) The circumstances, cf. a) and b), can be attributed to the Client or circumstances for which the Client is responsible.
If no fixed fee has been agreed prior to the commencement of the work, the fee is calculated according to time spent, cf. above. VAT is not included in fees and hourly rates, unless explicitly stated in the engagement letter and any written amendments thereof.
Costs related to the delivery of the Service, such as expenses, reasonable travel costs, accommodation and subsistence will be payable paid by the Client in addition to the agreed fee, unless otherwise agreed in an engagement letter and any written amendments thereof. Revisionsfirmaet Albrechtsen is entitled to withhold the Service if the Client is in default with payment / security, or there is an anticipated default.
Revisionsfirmaet Albrechtsen is entitled to invoice fees (including on-account fees), costs and expenses monthly in arrears, however, major costs and expenses may be invoiced immediately when incurred. Revisionsfirmaet Albrechtsen reserves the right to demand advance payment or other security for the payment in special situations.
The terms of payment are 8 days net cash from the invoice date. For payment after the due date, interest will be charged at 2.0% per month or part of a month, unless otherwise agreed in the engagement letter.
5. Limitation of liability
Revisionsfirmaet Albrechtsen is liable for the Service provided under the Agreement in accordance with the general rules of Danish law.
Unless otherwise agreed, Revisionsfirmaet Albrechtsen's liability in connection with the provision of services that do not involve assurance reports may not exceed 5 times the invoiced and paid fee for the performance of the service, however, maximum DKK 5,000,000 regardless of the scope of the service and the size of the fee. For regular services, the fee in connection with limitation of liability will be calculated as the fee invoiced and paid for such service over the past 12 months.
Revisionsfirmaet Albrechtsen is not liable for any indirect loss or consequential loss, including loss of goodwill, image, earnings, profits or loss of data.
Revisionsfirmaet Albrechtsen cannot be held liable for any claims that may arise as a result of false, misleading or incomplete information, data or documentation provided by anyone other than Revisionsfirmaet Albrechtsen.
Revisionsfirmaet Albrechtsen cannot be held liable for oral reports or draft products, which are subsequently to be replaced by final products.
Revisionsfirmaet Albrechtsen does not assume liability towards other parties (including third parties) that use the service or knowledge provided by Revisionsfirmaet Albrechtsen. The Client undertakes to reimburse Revisionsfirmaet Albrechtsen's liabilities, expenses and other costs that Revisionsfirmaet Albrechtsen may reasonably incur in connection with claims from such other parties as well as claims against Revisionsfirmaet Albrechtsen as a result of the Client's breach of the agreement.
The above limitations of liability apply regardless of whether the loss is due to gross or ordinary negligence, but not intent.
The parties are mutually obligated to keep confidential all knowledge, all material and all information about the other party as well as information received from the other party in connection with the performance of the work.
All employees of Revisionsfirmaet Albrechtsen are subject to a duty of confidentiality.
The parties may not in any way disclose the other party's confidential information to third parties unless:
·Consent is given
·The information is of such a nature that it is intended for disclosure
·Disclosure is made to another adviser who is subject to a duty of confidentiality, and disclosure is necessary for the performance of the task
·Disclosure takes place in fulfilment of a statutory obligation.
Notwithstanding the duty of confidentiality, Revisionsfirmaet Albrechtsen is entitled to use the Client's name and a brief description of the task in connection with marketing of Revisionsfirmaet Albrechtsen.
It is Revisionsfirmaet Albrechtsen's policy to maintain a high level of security with regard to any communication, whether in letter form or electronically, but Revisionsfirmaet Albrechtsen cannot be held responsible for security and privacy flaws when information is transmitted via electronic means of communication.
7. Right of use, ownership and copyright
Revisionsfirmaet Albrechtsen owns and retains all copyrights and intellectual property rights in programs, systems, methods and models in accordance with applicable law. Such programs, systems, methods and models may not be disclosed to third parties without the written permission of Revisionsfirmaet Albrechtsen.
8. Conflict of interest
It is the practice of Revisionsfirmaet Albrechtsen to check whether a conflict of interest exists before Revisionsfirmaet Albrechtsen provides the service in question. Revisionsfirmaet Albrechtsen provides many different services and cannot guarantee that all situations where a conflict of interest may exist are immediately identified. Revisionsfirmaet Albrechtsen therefore recommends that the Client notify Revisionsfirmaet Albrechtsen immediately should the Client become aware of a potential conflict of interest.
If a current or presumed conflict of interest has been identified and Revisionsfirmaet Albrechtsen finds that the Client's interests can be adequately safeguarded by initiating relevant procedures, Revisionsfirmaet Albrechtsen will discuss such procedures with the Client.
9. Personal data
Revisionsfirmaet Albrechtsen collects and processes personal data in accordance with applicable law, including the EU's General Data Protection Regulation and the Danish Data Protection Act.
Revisionsfirmaet Albrechtsen respects its clients' expectations of data protection and confidentiality. Revisionsfirmaet Albrechtsen may disclose client information to Group-related companies and member companies of Revisionsfirmaet Albrechtsen's international network to the extent necessary to provide the agreed service and / or in connection with safeguarding the Client's interests.
Where Revisionsfirmaet Albrechtsen is the processor, reference is also made to individual data processing agreements.
10. Electronic communication
Revisionsfirmaet Albrechtsen and the Client accepts the use of electronic communication in connection with the provision of services, approval of material (financial statements, tax statements, tax returns, etc.) and ongoing correspondence. Each party is responsible for protecting its own systems and interests in connection with electronic communication.
Revisionsfirmaet Albrechtsen or Revisionsfirmaet Albrechtsen's subcontractors are not responsible for any errors, losses, unauthorized access, viruses, delays, destruction, etc. in connection with or caused by electronic communication and information, provided that the legal requirements for the security of such communication are met.
11. Termination of agreement
If Revisionsfirmaet Albrechtsen has been elected as auditors, such agreement may be terminated in accordance with the current rules.
Unless the notice of termination is stated in the engagement letter, the Agreement terminates when the Service has been delivered.
Upon termination of the Agreement, the Client must pay Revisionsfirmaet Albrechtsen for the services delivered and / or unsettled hours spent as well as any accrued costs and expenses. The Client must also pay Revisionsfirmaet Albrechtsen for any reasonable costs arising from the termination of the Agreement.
As part of a full or partial transfer of Revisionsfirmaet Albrechtsen's business, Revisionsfirmaet Albrechtsen is entitled to transfer any rights and obligations in accordance with Revisionsfirmaet Albrechtsen's agreements with the Client to another accounting firm, including as part of internal restructuring, provided that this does not cause significant inconvenience to the Client or additional costs.
If either party is in material breach of its obligations under the Agreement and / or these terms and conditions, the other party is entitled to terminate the Agreement, unless the breach is remedied within reasonable time.
Material breach of the Client's payment obligations is a valid reason for Revisionsfirmaet Albrechtsen to terminate the Agreement.
In the event of material breach, a party is entitled to compensation in accordance with the general rules of Danish law, cf., however, the section on limitation of liability.
13. Force majeure
In case of force majeure, Revisionsfirmaet Albrechtsen's obligations under the Agreement will be suspended for the duration of the force majeure situation, to the extent that fulfilment of the obligations is prevented by the force majeure situation.
Force majeure covers particularly qualifying circumstances, including cyber attacks outside Revisionsfirmaet Albrechtsen's control and which Revisionsfirmaet Albrechtsen should not have taken into account prior to conclusion of the Agreement and should not have avoided or overestimated after conclusion of the Agreement. Circumstances with subcontractors may also be considered force majeure provided that they meet the same provisions as specified in this section.
14. Governing law and venue
Any disagreement or dispute between the parties regarding the understanding of the Agreement and / or these terms and conditions will be settled according to Danish law by the Danish courts, and with the registered office of Revisionsfirmaet Albrechtsen as the venue.