Terms of Business for BUGGE VALENTIN Advokatpartnerselskab (the “Firm”)

These terms of business (the “Terms of Business”) apply to any assignment to provide legal services to any person or entity (a “Client”) undertaken by the Firm (an “Assignment”). By instructing the Firm to undertake an Assignment, a Client shall, unless otherwise agreed in writing, be deemed to have agreed to these Terms of Business, which shall, accordingly, apply to the Assignment and be binding on the Client.

1. Instructions
Assignments will be carried out by the Firm on the basis of, and in accordance with, instructions by the Client, except where such instructions will or may result in a violation of law, bar code rules or other regulations applicable to the Firm or its employees, or may otherwise be inappropriate in each case as determined by the Firm in its sole discretion.

2. Conflicts of interest
Prior to accepting an Assignment, the Firm will investigate and determine whether a conflict of interest exists, which prevents the Firm from accepting the Assignment.

The acceptance of an Assignment by the Firm shall not prevent the Firm from undertaking an Assignment from any other person or entity within the same industry as the Client.

3. Retainer
The Firm may request that the Client pay a retainer, either at the time of the Assignment being undertaken by the Firm, or at any time thereafter, in each case as deemed appropriate by the Firm in its discretion. Where a retainer is paid to the Firm by a Client, interest shall accrue on the relevant amount at the interest rate, whether negative or positive, applicable from time to time on the Firm’s account with its bank, and the amount paid as retainer together with interest accrued thereon shall be set off against the fees payable by the Client in respect of the relevant Assignment. as per the Firm’s final invoice to the Client.

4. Confidentiality
The Firm is subject to a duty of professional secrecy with regard to any confidential information it may receive in connection with an Assignment. Such duty of secrecy shall, however, not prevent the Firm from working with, and sharing confidential information with, external partners, provided that the Firm requires such external partners to treat the said information as confidential. The duty of professional secrecy in respect of confidential information shall continue to apply after the completion or termination of an Assignment. Notwithstanding any of the above, the Firm’s duty of secrecy is subject to any and all applicable rules and regulations (including money laundering regulation) pursuant to which the Firm is required to provide information to public authorities or others.

5. Staffing
One or more partners of the Firm will be the primary contact(s) for Clients. The partner in charge of an Assignment decides whether to include other partners, lawyers, consultants, external partners etc. for the purpose of handling the Assignment.

6. Fees
The Firm’s fees will be calculated and invoiced as agreed between the Firm and the Client in respect of the relevant Assignment. If in respect of an Assignment, no specific fee arrangement has been agreed, the Firm’s fee for that Assignment will be determined by the Firm on the basis of an overall assessment of the value to the Client of the Firm’s work, the outcome of the Assignment, the time spent on the Assignment,  the degree of specialist knowledge required, the complexity of the Assignment, the values involved and the potential liability of the Firm related to the Assignment.

In connection with the undertaking of an Assignment, the Firm may provide a prospective Client or Client with a fee estimate or a quote for a fixed fee. Unless otherwise stated therein, fee estimates and fee quotes are exclusive of VAT. All fee estimates provided by the Firm to the Client are purely indicative and not binding on the Firm, unless otherwise expressly agreed. When a fee becomes payable, VAT will, where relevant, be added to the relevant fee and charged, together with the VAT exclusive amount. Unless otherwise agreed, fees will be payable at the times and with the intervals deemed suitable by the Firm.

7. Payment terms
Fees shall be paid at the time and in the manner set out in the relevant invoice. Where the invoice does not state otherwise, fees shall be due and payable on the date falling 30 days after the date of the invoice after which late interest will accrue on any unpaid part thereof in accordance with the terms set out in the relevant invoice. Where the invoice is silent on this applicable interest rate, interest shall accrue at the rate as determined by the Firm, subject always to applicable law.

8. Costs and disbursements
The Firm shall not be required to make disbursements on behalf of a Client. Costs incurred by the Firm in connection with an Assignment, including transport costs and costs associated with anything other than insubstantial copying or printing assignments shall be paid or reimbursed by the Client upon demand.

9. Termination of Assignment
Each of the Client and the Firm may at any time terminate an Assignment. Any termination by the Firm shall, however, be subject to the ethical rules of the Danish Bar and Law Society (Advokatsamfundet), which prohibits a lawyer from terminating an assignment in a manner or under circumstances which will prevent the client from obtaining other legal assistance in due time and without adverse consequences to the Client.

Notwithstanding any early termination of an Assignment, the Firm shall be entitled to fees and reimbursement of costs accrued until such termination.

10. Limitation of liability
The Firm is liable pursuant to general rules of Danish law for any loss, which its advice, actions or inactions may cause the Client, subject, however, to the following limitations:
(i) The Firm shall under no circumstances be liable to a Client for loss of earnings, time, profits, goodwill or any other kind of indirect loss.
(ii) The Firm’s liability in respect of an Assignment cannot exceed DKK 10 million in the aggregate or the equivalent thereof in any other currency.
(iii) By instructing the Firm in relation to an Assignment, the Client agrees and accepts that any claim it may have against the Firm as a result of such Assignment may not be directed against the individual partners or employees of the Firm, but solely against the Firm and solely on the terms set out above.

11. Advice in respect of Danish law only
The Firm provides legal advice exclusively with respect to Danish law. If an Assignment involves any law other than Danish law, the Firm may still advise the Client, but the Client agrees and accepts that such advice is limited to advice based on the common sense and general knowledge of the relevant partner or employee of the Firm, and cannot be taken as advice in respect of the relevant law.

The Firm shall not be liable for advice rendered to any Client by any other adviser of the Client, regardless of whether such adviser has been mandated through or with the assistance of the Firm or in any other way recommended by or contacted through the Firm.

12. Insurance and guaranty
The Firm is insured against professional liability and has in place a guaranty – both provided by Tryg Forsikring A/S – in accordance with the rules of the Danish Bar and Law Society. The insurance covers all legal services regardless of where the legal services are provided.

13. Client funds
Client funds are deposited in the Firm’s client bank account (currently with Jyske Bank) and managed in accordance with the rules of the Danish Bar and Law Society. Interest shall accrue on the deposited client funds at the interest rate applicable from time to time on the Firm’s client bank account, regardless of whether such interest rate is negative or positive. Client funds deposited in the Firm’s client bank account are subject to the “Guarantee Fund for Depositors and Investors Act”, which means that there is a maximum coverage of EUR 100,000.00 per depositor, i.e. per client. If the Client has made other deposits with the Firm’s bank, the Client’s total deposits will be subject to the aforementioned maximum coverage. The Firm is not liable for any loss suffered by the Client as the result of the Firm’s bank’s inability to pay any deposited amounts to the Client.

14. Filing
Unless otherwise specifically agreed, the Firm is under no contractual obligation to the Client to keep files (whether electronic or physical) in relation to any Assignment.

15. Applicable law and complaints
The Client is encouraged to promptly inform the Firm of any dissatisfaction, which the Client may have as regards the Firm’s handling of an Assignment.

The Firm is subject to the ethical rules of the Danish Bar and Law Society. The Client is entitled to complain about the Firm’s advice, handling of an Assignment or the fee charged by the Firm to the General Council of the Danish Bar and Law Society/the Disciplinary Board of the Danish Bar and Law Society (Advokatnævnet). The Ethical Rules of the Danish Bar and Law Society can be found here: www.advokatsamfundet.dk.

These Terms of Business and any dispute arising hereunder or otherwise related to the handling of Assignments by the Firm including, without limitation, any dispute concerning any professional liability potentially incurred by the Firm shall be subject to Danish law and to the exclusive jurisdiction of the Danish courts.

Copenhagen, August 2020

BUGGE VALENTIN