Standard terms of engagement

  1. Contractual relationship between client and GjessingReimers

These Standard Terms of Engagement will apply to any and all provision of services by Advokatfirmaet GjessingReimers AS (“GjessingReimers”, “we”, “us”). There is a Norwegian version and an English version of these Standard Terms of  Engagement. The Norwegian version is used for client domiciled in Norway, or if the client is not an individual, for clients that have a seat or do business in Norway. The English version is used for all other clients.

 

We will confirm in writing each new assignment that we take on for a client, unless, on the basis of the type of the new assignment, this appears unnecessary. The contract between GjessingReimers and the client is constituted by the following documents (in order of precedence): the letter or contract of engagement; these Standard Terms of Engagement; and any other special terms and conditions agreed in writing between with the client. To be valid and enforceable, any deviations from these Terms of Engagement shall require the written approval of the managing partner of GjessingReimers.

 

The legal or physical person indicated as the client in the letter or contract of engagement is GjessingReimers’s contractual counterpart, and GjessingReimers shall be liable only to the client for the legal advice and assistance provided. Third parties shall have no right to rely on advice provided to the client.

 

  1. Our Services

Our provision of legal services is regulated by Norwegian law and regulations, including the Code of Conduct for Attorneys (Chapter 12 in the Attorneys Regulation) (Norwegian: Regler for god advokatskikk – kapittel 12 i advokatforskriften).

 

For each assignment we will appoint a partner who will be responsible for that particular assignment (file). Exceptionally we may appoint a responsible partner for a part of an assignment. Work is performed by the attorneys and associates instructed by the partner in charge of the file, taking into account the nature and magnitude of the assignment, the need for specialised skill and experience, and availability. To the extent possible we will accommodate any wishes the client may have as to staffing of the assignment.

 

GjessingReimers’s lawyers are only qualified to advise and assist clients on Norwegian law. We shall have no liability for any assessments of foreign law or any legal consequences thereof.

 

When providing advice and assistance we rely on the information and documents relating to the factual circumstances of the assignment that we receive from the client, or other sources as agreed or instructed by the client.  Our advice should therefore not be relied upon in other cases or used for other purposes. In order that our assessments and the advice we provide may be as good as possible, the client should give us all information and all documents that are of significance to the subject matter of the assignment.

 

We only provide legal advice and assistance, and shall have no liability for advice relating to non-legal matters, such as technical, financial, commercial and environmental circumstances. Unless indicated in the letter or contract of engagement or in a separate written agreement, our advice and assistance will not include any of the following: criminal and indirect or direct taxation issues, or penal or taxation-related consequences of the dispositions subject matter of the advice.

 

The client is entitled to use GjessingReimers’s products and services, including documents created by us in the course of the assignment, in accordance with the purpose of the assignment. However, GjessingReimers retains any copyright to GjessingReimers’s products and services. We may agree with the client to assist in retaining the services of other advisers (technical, financial etc.), and lawyers in Norway or overseas.

 

Unless otherwise agreed, such engagements will be on behalf of the client, and the client will be responsible for compensating any retained advisers and lawyers for their services and disbursements. GjessingReimers shall have no liability for advice and assistance provided by such advisers and lawyers. This shall apply even if the advice was received by GjessingReimers and then forwarded or communicated to the client, even if GjessingReimers acts as the retained adviser’s or lawyer’s customer or client.

 

  1. Conflicts of interest

We can not act for anyone if there is a conflict of interest with an existing client. Before we agree to take upon ourselves an assignment, we perform an internal search based upon the names of the parties that the client provides to us, to determine if there is anything preventing us from providing the assistance we have been requested to provide. Clients should be aware that changes may occur with regard to the parties and matters of a case, for example by the assets in issue changing owner, or by a third party acquiring an interest in the outcome of a case. We should therefore be promptly notified of any changes regarding the parties or interests involved in the assignment, so that new conflict of interest checks can be made, if necessary. New checks may also be called for if the subject matter of the assignment changes, for example because the client requests assistance with new issues.

 

Under article 3.2.3 of the Code of Conduct for Attorneys (Chapter 12 in the Attorneys Regulation) an attorney may only represent a client adverse to other clients, if such representation must be considered clearly unobjectionable on account of the assignments or the clients being of different types. Subject to these conditions, we may act for other clients in matters, including disputes, in which the client (or any of its affiliates) has an interest.

 

  1. Fees and disbursements

Charges for our work will be based on the level of staff and time required to complete the assignment according to our hourly rates applicable at any time in accordance with Norwegian Bar Association guidelines. We record our time in quarters of an hour. Our fee is not contingent upon the final result or outcome, and we do not warrant results or final developments in any matter. The scope of our services, as well as the complexity and duration of the assignment, can vary greatly, depending on circumstances that cannot be anticipated.

 

Any estimate of fees we provide should not be taken as a maximum fee or a fixed fee agreement. An estimate of fees is only an indication of the likely amount of our fees, exclusive of VAT and disbursements. An estimate is based on the information we have received when the estimate is given,  and is not binding. We will endeavour to inform the client as early as practically possible of any significant deviations from a fee estimate that we have given, however the client will be responsible for the full amount of accrued fees, even if it exceeds the estimate.

 

Disbursements in connection with the assignment will be invoiced at cost.

 

Value added tax (VAT), currently 25%, may be added to all invoice amounts, according to the applying provisions.

 

Our hourly rates are usually amended at the beginning of each calendar year to take into account current levels of legal experience, changes in overhead costs and other factors. Clients are notified of such amendments in the last statement of account / invoice issued in which the pre-amendment rates are applied, or by a separate communication in writing.

 

  1. Terms of payment

Our invoices are sent to clients by e-mail. Invoices for legal services and expenses are issued monthly. They become due 15 days after issue, even when the assignment has not yet been concluded. Payment should be in Norwegian kroner, unless otherwise agreed.

 

Any request that any part of one of our invoices be paid by a third party will need to be approved by us in advance. Even if such a request is approved, the client will remain responsible for payment of the entire invoice amount, and any interest accrued.

 

GjessingReimers reserves the right at all times to ask that the client should create a deposit as security for GjessingReimers’s fees, or make on account payments. Any deposits will be paid into a clients’ account. Annual interests in excess of one half of a basic judicial fee amount (R) will be credited to the client. The deposit and any interests accrued will be applied to the client’s final bill, when the assignment is completed. Deposited amounts may also be used in settlement of any other outstanding invoices.

In the event of overdue payment, the statutory interest on overdue amounts will apply from the due date until payment occurs.

 

In the event of an invoicing or payment dispute, the client should address its concerns to GjessingReimers in writing within the due date of the invoice in question. If we do not hear from the client within this time, the invoice presented issued will be assumed to be accepted by the client.

 

GjessingReimers reserves the right to discontinue the provision of services until any disputes concerning invoice amounts are resolved, and any undisputed due amounts have been settled, and any requested advance payments, on-account payments or deposits have been made. This also applies to representation before the courts or in arbitration.

 

Should GjessingReimers suffer a loss (of income) through an assignment or case being cancelled with short notice for reasons not attributable to GjessingReimers, we reserve the right to a reasonable compensation.

  1. Insurance

The client is responsible for determining whether the fees and cost that will be incurred in an assignment are covered by insurance, or by other third party liability. The client itself should send the required notices and take any other measures required to benefit from such coverage.

 

  1. Representation in litigious matters

In litigation, the court may order the client to compensate the opposite party for its legal fees and costs. The client itself is responsible for paying any such fees and costs.

 

Should it not be possible or advisable to claim compensation from the opposite party for all of the fees and costs incurred the client shall nevertheless be responsible to GjessingReimers for the full fees and costs incurred. This also applies if the client is awarded fees and costs, but less than the fees and costs claimed.

 

  1. Limitation of liability

In no event shall GjessingReimers or the lawyer in charge of the file be liable for indirect or consequential loss, including but not limited to operational losses, loss of profit and loss of goodwill. GjessingReimers and the attorney in charge of the assignment shall have no liability for any losses caused by payment problems or similar problems affecting banks in which client funds are deposited.

 

For the services provided in each assignment, GjessingReimers and the lawyer in charge of the file shall neither separately nor jointly be liable for losses in excess of NOK 20,000,000 (Norwegian kroner twenty  million).

 

GjessingReimers and the lawyer in charge of the file shall not be jointly liable with other advisers or others who may be or become liable to the client.

 

In the event that a loss is covered by the client’s insurance or other coverage, the liability of GjessingReimers / the lawyer in charge of the file shall be reduced accordingly. If GjessingReimers / the lawyer in charge of the file pay damage compensation to the client, and the client is entitled to coverage from insurers or others, these rights will be assigned and transferred to GjessingReimers / the lawyer in charge of the file, or GjessingReimers’s insurers.

 

If a claim made by the client against GjessingReimers of the lawyer in charge of the file is based a claim made by a third party against the client, and if GjessingReimers / the lawyer in charge of the file undertake to hold the client harmless, GjessingReimers / the lawyer in charge of the file shall solely be entitled to decide how the claim from the third party is to be handled, and to enter into settlement agreements concerning the claim. GjessingReimers / the lawyer in charge of the file disclaim any and all liability for such claims, if the client, without the written consent of GjessingReimers / the lawyer in charge of the file, makes admissions of liability, pays the claims or enters into settlement agreements concerning them.

 

  1. Confidentiality

As attorneys we have a statutory duty of confidentiality. This duty of confidentiality does not prevent us from disclosing information in cases where we have a statutory obligation to do so. We have a duty under law to inform the competent authorities, i.a. in case of suspected money laundering or financing of terror. In such cases we will not be entitled to inform the client of the suspicion or that we have informed the authorities or will do so.

 

Nor does the duty of confidentiality prevent us from giving information about the assignment to other advisers engaged by the client or on its behalf.

 

We reserve the right to disclose, including for publicity purposes, that we have assisted or represented the client if that information is in the public domain, for example in cases where we represent or have represented the client in proceedings before the courts or after a matter has received media attention.

 

  1. Processing of personal data

By availing itself of our legal services the client consents to our processing of personal data regarding the client and possibly its employees, in our computer systems. Providing such data is voluntary and the client may at any time ask for access to its personal data stored in our computer systems. Advokatfirmaet GjessingReimers AS, P.O Box Sentrum, N-0106 Oslo, is responsible for the processing of the data. Personal data will be used only in connection with our work on assignments for the client and in connection with the administration of our client relationship, including invoicing. Except where we have received a specific consent from the client, its personal data will be communicated to others only if this is a natural part of the handling of the assignment, or to public authorities if we have a statutory duty to do so. Moreover, we will use the client’s email address for sending our newsletters by email. The client can request at any time that we discontinue this service.

 

  1. Communications with the client

If the client has given us an email address we will generally use that email address for communications about the assignment. Such emails may contain personal data. Sensitive personal data (such as information on health issues etc.) will not be sent by email. Certain risks (including, for example, interception, unauthorised access and risk of viruses) are associated with communication using electronic means. If the client does not wish to communicate by email, it should inform us accordingly.

 

  1. Return of documents at the end of the assignment

At the end of an assignment we will return any original documents to the client. We will retain hard copies of documents that we have created or received for a certain period of time, normally 3 years, whereafter they will be destroyed. We reserve the right, but do not undertake, to store documents electronically indefinitely.

 

  1. Complaints

Complaints about our work should initially be directed to the lawyer in charge of the file or to the managing partner.

 

Should the client believe that a lawyer has acted in violation of the Code of Conduct for Lawyers, or that the fees claimed are not in compliance with those rules, a complaint may be made to the Disciplinary Committee of Norwegian Bar Association. Deadlines apply for lodging such complaints, which can be dismissed if filed too late. The Code of Conduct for Lawyers and other details about the complaint procedures can be found (in Norwegian only) here: www.advokatforeningen.no/advokatetikk.

 

  1. Ethics

GjessingReimers’s policy is to act in all respects in accordance with the professional and ethical standards that apply to the legal profession.

 

GjessingReimers expects that its clients will act in accordance to the professional, ethical and business standards applying to them and their trade in their dealings with GjessingReimers and other parties.

 

Bribery or corruption in any form are intolerable to us and by engaging GjessingReimers each client undertakes not to expect or request any act or omission from GjessingReimers that could compromise our reputation or integrity, and that the client and its employees or anyone acting on the client’s behalf will abstain from any corruption or bribery. Furthermore, we expect that anyone engaging us has or will put in place adequate internal measures to eliminate the risk of bribery or corruption occurring.

 

  1. Human Rights

In accordance with the Norwegian Bar Association’s Guidance on Law Firms and Human Rights, GjessingReimers will raise with its client Human Rights violations actually or potentially resulting in a matter in which we are assisting or requested to assist the client, in order to help the client avoid such violations. We also reserve the right to withdraw from the assignment should our client decide not to follow our advice, if it is clear to us that the matter or certain parts of the matter on which we are requested to assist may have a negative impact on anyone’s Human Rights. Read GjessingReimers’s Human Rights policy on our website.

 

  1. Amendments

GjessingReimers may need to amend these Terms of Engagement. Amendments will become effective when an amended version of these terms is published on our website www.GjessingReimers.no. However, such amendments will not affect any matter on which we are then currently instructed. For amendments of our rates, see clause 4 last paragraph.

 

  1. Choice of law and dispute resolution

The contracts between the client and GjessingReimers in the matter of any assignments shall be governed by Norwegian law, with the exclusion of Norwegian choice of law rules, and any disagreement or controversy arising out of or relating to that agreement or subsequent agreements shall be submitted for binding resolution through arbitration in Oslo, Norway, in accordance with the Norwegian Arbitration Act. The arbitral procedure and the arbitral award shall be confidential.

 

Notwithstanding the foregoing, GjessingReimers shall at its own discretion retain the right to bring proceedings with respect to the collection of invoice amounts and other claims before the ordinary courts, with the Oslo District Court (Oslo tingrett), Norway, as the agreed legal venue, or any court which has jurisdiction, such as the court having jurisdiction where the client is registered or has its place of business.