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Ordinary terms and conditions – October 2015
These terms and conditions of business apply for Ecomentor Statsautoriseret Revisionsaktieselskab, business reg. no. XX XX XX XX (hereafter referred to as “Ecomentor”) and they shall apply unless otherwise agreed for a specific task.
Services provided by Ecomentor
- With regard to the client, Ecomentor is obligated to:
a. Provide the agreed services
b. Make qualified employees available for the task
c. Provide services in accordance with relevant legislation
d. Comply with international standards regarding auditing and quality management as well as further requirements under the Danish legislation regarding auditors
- If, during the course of the task, there is a need for clarification about the content, scope or execution of the agreement or the task, including whether a task can be completed within the agreed deadline, Ecomentor is obliged to inform the client in this respect and attend to the matter as soon as possible.
- As far as possible, Ecomentor will maintain the same employees in the team during completion of the task. If changes should be necessary, new employees will be introduced to the task without additional expenditure to the client.
- All tasks performed by Ecomentor are subject to Ecomentor’s internal quality assurance procedures, including procedures for staffing, complaints as well as subsequent quality control.
- If, during execution of the task, the client finds that the services provided by Ecomentor do not satisfy Ecomentor’s quality requirements, the client may, as an alternative to discussing the matter with the regular contact person at Ecomentor, approach the director of Ecomentor.
- Ecomentor is obliged to investigate every complaint thoroughly and without delay. If Ecomentor has delivered an inadequate or unsatisfactory service, Ecomentor will strive to correct the situation at no cost to the client.
- Ecomentor is subject to the Accounting Practices Board, to which the client can file a complaint, provided there are objective reasons for doing so.
- Ecomentor is subject to quality control pursuant to the Act on Approved Auditors and Audit Firms. With respect to quality control, Ecomentor may disclose confidential information if necessary. The recipients will be under a duty of confidentiality, and the information will only be used in connection with the quality control.
The role of the client
- The client and its employees are under obligation to assist Ecomentor in any way relevant for execution of the task, including:
a. Taking the nature of the task into account, and in a timely manner, providing the necessary material, submitting the necessary information, as well as making the necessary decisions
b. Linking an adequate number of qualified employees to the task
c. Participating actively in the execution of the task in cooperation with Ecomentor
d. Making sure that the client’s other advisers cooperate with Ecomentor wherever necessary
e. Assisting actively so that Ecomentor can comply with relevant rules
f. Meeting the additional requirements and completing the tasks agreed with Ecomentor.
- The client is responsible for the accuracy and completeness of the provided information and therefore bears the risk of the consequences of that inaccurate, incorrect or incomplete information can have for Ecomentor.
- If the circumstances of the client result in additional work for Ecomentor, over and above what Ecomentor reasonably could have planned for on entering into the agreement, Ecomentor is entitled to compensation on the basis of ordinary hourly rates, irrespective of any agreement on a fixed fee.
Fees and payment
- Ecomentor’s fee for execution of a task is calculated in accordance with the agreement between the client and Ecomentor, as well as their ordinary terms and conditions.
- If an agreement on calculation of the fee has not been made, the fee shall be calculated on the basis of time spent and the relevant hourly rates set by Ecomentor for the employees involved.
- Even if an agreement about hourly rates has been made with the client, Ecomentor may legitimately calculate an additional fee if the task is extended after establishment of the agreement, or if circumstances outside the control of Ecomentor mean that more time has to be spent on the task than was assumed when the agreement was established.
- Task-related costs and disbursements, including fees, reasonable travel and accommodation expenses, subsistence, large photocopying expenses, as well as external transmission expenses shall all be paid by the client, in addition to the agreed fee.
- Ecomentor is entitled to invoice its fee (including fees on account), costs and disbursements monthly in arrears. Large costs and disbursements may, however, be invoiced immediately when incurred. Under exceptional circumstances, Ecomentor may demand prepayment or security for payment.
- Invoices shall be paid net cash within 8 days from the date of the invoice. In the event of late payment, interest rates in accordance with the Interest on Overdue Payments Act will be added to the amount until payment is received.
Duty of confidentiality
- The parties involved are reciprocally bound to treat as confidential all knowledge, all material and all information about the other party as well as all information received from the other party in connection with the execution of the task.
- All Ecomentor employees are subject to a duty of confidentiality and have signed a solemn declaration to this effect.
- One party may not in any way disclose the confidential information of the other party to a third party unless i) the other party consents to the disclosure, ii) by its nature the information is meant for disclosure, iii) the disclosure is for other advisers also subject to a duty of confidentiality and the disclosure is necessary for the completion of the task, or iv) the disclosures is to fulfil a legal obligation.
- Correspondence concerning tax consultancy provided to the client by Ecomentor is solely for the client and no other person or company. However, the client may, cf. item 5c, submit Ecomentor’s fiscal documentation to other persons or companies, provided the client informs the parties concerned that they may not rely on the material in a legal context for any purpose before having received written permission from Ecomentor.
- Regardless of the duty of confidentiality, Ecomentor is entitled to use the client’s name (trade name) and a short description of tasks completed in a marketing context.
- In addition to regular letter correspondence, Ecomentor will normally also use the internet and other electronic means of communication. It is the policy of Ecomentor to maintain a high level of security on every communication, but Ecomentor cannot be held responsible for breaches of security and confidentiality through transmission via electronic means of communication.
Property rights and copyright
- Ecomentor has and will maintain all copyrights and other intangible rights to programs, systems, methods and models in accordance with relevant legislation. Such programs etc. may not be disclosed to a third party without prior written permission from Ecomentor, unless the type of material or the nature of the circumstances dictate otherwise.
Completion of the task
- When Ecomentor has been elected as the statutory auditor of a client, these duties and responsibilities may be terminated in accordance with the relevant regulations.
- Unless otherwise agreed, the client as well as Ecomentor may terminate an agreement about a task without notice. If so, Ecomentor shall be entitled to reimbursement for unpaid time consumption and expenses at the date of cessation of the agreement. If an hourly fee has been agreed upon, a proportionate share of the fee equivalent to the part of the task carried out shall be settled at date of cessation.
- As a principal rule, Ecomentor keeps written material filed for five years after the completion or cessation of a task. Original documents are returned on the completion or cessation of a task at the latest.
- In their common relations, the parties are subject to the general rules of Danish law about compensation, including the limitations of liability stated below. Ecomentor’s limitations of liability also apply to the partners and employees of Ecomentor. These limitations of liability apply irrespective of whether the damage was caused by gross or simple negligence, but not by intent.
- One party can be solely liable for the direct loss of the other party and therefore cannot be liable for business interruption losses, loss of earnings or business opportunities, loss of savings as well as consequential damages or indirect loss.
- Ecomentor’s ansvar i forbindelse med udførelse af opgaver, der ikke indebærer afgivelse af erklæring med sikkerhed, kan ikke overstige 1,5 gange det afregnede honorar for opgavens udførelse, dog maximalt 200.000 kr., uanset opgavens omfang og honorarets størrelse.
- The liability of Ecomentor with regard to completion of tasks not involving issuing of statement of collateral may not exceed 1.5 times the settled fee for execution of the task, and the liability of Ecomentor may not exceed DKK 200,000, regardless of the scope of the task and the size of the fee.
- One party is not liable for breach of contract by the other party, which may be caused by circumstances outside of their control, including – but not limited to – war, states of emergency, terrorist attacks, power cuts, strikes, lockouts, fires, illness, breakdown of public communication lines, computer viruses, or similar circumstances.
- Ecomentor has taken out liability insurance with a recognised insurance company.
Applicable legislation and legal venue
- Disputes between parties will be settled by the court in accordance with Danish law.