These standard terms and conditions (“Terms and Conditions”) apply, together with a separate confirmation of assignment, to all assignments between Garmann, Mitchell & Co Advokatfirma AS (the ”Firm”) and the Firm’s clients (the “Client”).

The Terms and Conditions are deemed accepted by the Client when received by the Client, normally by way of e-mail. In the event the Client has objections to the Terms and Conditions, the Firm must be notified immediately. Further work will then normally be stopped and incurred fees will be invoiced. In cases of several assignments for the same Client the Terms and Conditions will apply unless otherwise is expressly agreed.

If it is agreed to expand or alter the assignment later, the expanded/altered assignment will be performed without further written Confirmation of Assignment being sent to the Client.

The Firm’s legal assistance is provided on the basis of Norwegian law only. Any comment pertaining to foreign law is for information purposes only and shall not be regarded as qualified legal advice. If required, the Firm may assist in
finding a suitable foreign lawyer. Unless otherwise is expressly agreed in writing in a separate confirmation, the assignment does not include advice on any tax, V.A.T., or other dues or charges.

The Firm will endeavour to safeguard the Client’s interests in the appropriate manner. The assignment will be performed in compliance with the Norwegian Lawyer Regulations (Norwegian: Advokatforskriften) and invoiced in compliance with the fee regulations of the Norwegian Bar Association (Norwegian: Advokatforeningens salærveiledning).

When taking on the assignment, the Firm will clarify whether conflict of interest or any other issues prevents the Firm from taking on the assignment. The same applies if new opposing parties become relevant to the case later on.

When taking on the assignment, the Firm will also perform a mandatory anti money laundering procedure in accordance with the Norwegian Anti Money Laundering Act (AML Procedure). The client is obliged to contribute to such AML Procedure. If the Firm suspects that transactions are connected to the proceeds of criminal offences, etc., the Firm is required to notify the National Authority for Investigation and Prosecution of Economic and Environmental Crime, without notifying the Client or third parties.

The Firm has the right to charge a fee for carrying out the AML Procedure.

For all assignments the Firm will appoint a responsible lawyer, and all work performed will be the responsibility of such lawyer. The Firm may delegate work to its other lawyers, based on which lawyer who has the best qualifications to perform the work in question. If, however, the Client has a preference as to which lawyer shall perform the assignment, this will normally be accepted.

The Firm will make use of e-mail as the normal way of communication with the Client, including when communicating information comprised by client confidentiality. If the Client should request other methods of communication, the Firm must be notified immediately.

Unless otherwise is expressly agreed, the Firm will keep all case files for 10 years after the assignment in question is brought to end, thereafter the case files will be destroyed. This also applies for documents kept in electronic form. However, documents held in escrow with us, will not be destroyed but held in escrow in accordance with separate agreement.

The fees will primarily be determined by applying our hourly rates on the time spent. In addition, we will assess the complexity of the work performed, the outcome of the case, the efficiency of the work performed, the values involved in the case, any strict deadlines, and the experience and expertise of the lawyers involved. Fees will incur from the first meeting or contact with the Client pertaining to the assignment in question and will run until the assignment is ended.

The Firm’s hourly rates are currently within the range of NOK 3,900 and NOK 6,000 ex. VAT. The Firm reserves the right to alter the hourly rates also for ongoing assignments. Change usually takes place every six months. According to Norwegian legislation, legal services are subject to 25% V.A.T on both fees and any disbursements/costs connected with the assignment. Unless otherwise said, our hourly fees are stated without the addition of V.A.T.

The minimum time factor is 0.25 hour or 15 minutes.

According to the rules of the Norwegian Bar Association, Norwegian law firms cannot take on assignments on a “nocure-no-pay” basis. According to same, the Firm cannot determine its fees based on a percentage or share of the outcome of a case.

In addition to the fees, the Client shall pay any and all of the Firm’s costs connected with the assignment, including, but not limited to, court fees and other fees, costs with regard to obtaining information from registers, travel and transport and diet costs when on travel. The Firm will provide documentation for incurred costs if required. Independent secretary work and/or work done by trainees may be invoiced to the client, when appropriate. Unless otherwise is expressly agreed in writing, any fee estimate provided will be for information purposes only and shall not be deemed as binding for the Firm.

If the Firm finds that external counsel is necessary, hereunder assistance from foreign legal counsel, the Firm shall obtain consent from the Client before hiring such. If and when external counsel is hired, it will be for the Client’s account. This shall apply regardless of whether the external counsel’s fees and costs are invoiced directly or through us. The Firm shall have no responsibility for the services or advice provided by consultants, experts, foreign legal counsel, or other third parties, regardless of whether they have been chosen and/or instructed by us on behalf of the Client.

The Firm will normally invoice incurred fees and costs on a monthly basis but may deviate from this if deemed appropriate based on the status of the case. In any event:

• Large expenses will be invoiced immediately after the expense has accrued;
• Invoice will be issued when accrued billable hours inclusive VAT (if applicable) equals or exceeds the credit limit for the assignment (if agreed, cf. the confirmation of assignment/instructions).

The Firm reserves the right to invoice on account or demand advance payment. This applies as a general rule in relation to all new Clients.

All of the Firm’s invoices will be issued in NOK and fall due 14 days after the invoice date. In case of late payment, default interest according to the Norwegian act on default interest, will accrue.

When there are several Clients in the same assignment, the Clients are jointly and severally responsible for fees and expenses related to the assignment. This applies even if fees and expenses for practical reasons are invoiced or have been invoiced to one or some of the Clients.

Client funds are processed in accordance with rules and regulations applicable to the Firm and its lawyers. Accumulated interest on client funds accrues to the Firm unless otherwise is expressly agreed in the individual case.

The Firm is not responsible for loss of managed client funds as a result of the bank going bankrupt or other circumstances for which the bank is responsible. The law firm points out that the banks’ security fund in Norway does not guarantee more than NOK 2 million in deposits per depositor (law firm) per bank.

All of the law firm’s invoices are due within 14 days. In the event of late payment, the applicable late payment interest will accrue at all times in accordance with the Norwegian Act on interest for late payment, from the due date until full settlement has taken place.

Any costs in connection with payment reminders as well as other recovery costs will be charged to the Client.

An invoice from the Firm that is overdue and unpaid constitutes a special basis for enforcement, cf. the Norwegian Enforcement Act § 7-2 (f).

The Firm assumes that no insurance arrangements apply which entitles the Client to recover whole or parts of our fees or potential liability for the opposing party’s costs.

We request that we are informed if the Client holds such insurance or if the Client wants us to investigate whether such insurance is applicable in the relevant case.

A precondition for a sound performance of the assignment is that the Client as early as possible furnishes the Firm with all information and all documents that are or may be relevant to the case. The Client’s fulfilment on this issue is necessary for the best possible outcome of the case, and a precondition for enabling the Firm to perform the work in a timely and costefficient manner.

All communication with the opposing party shall be sent from the Firm, and the Client must immediately forward any communication from the opposing party and/or its legal counsel to the Firm. The Client will receive copy of all communication to and from the Firm in relation to the case.

The fees due to the Firm are not subject to the outcome of the case and shall be paid regardless of whether the assignment is concluded.

Even if the Firm has expressed its view of the possible outcome of the case, this shall not imply that the Firm is legally responsible for obtaining such outcome of the case.

If a court case is lost, the Client may in addition to its own legal fees be at risk of being ordered to pay the case costs of the opposing party in addition to court fees. The Firm will not in any case be liable for paying such costs or fees. If the Client is awarded case costs, but the amount is lower than our fees, the Client will nonetheless be liable for paying the Firm’s total fees. Claims for legal costs made on behalf of the Client in legal proceedings may be lower than the Firm’s fee – such a reduction does not change the Client’s obligation to pay for the Firm’s full claim.

The Firm is liable in accordance with the general Norwegian rules on lawyers’ professional liability and is covered by the statutory guarantee for the practice of law, which applies without geographical limitation.

The Firm’s liability is under any circumstances limited to the sum insured in the liability insurance taken out by the Firm. The Firm is not responsible for indirect losses, including lost profits. The Firm is not responsible for errors committed by advisers to whom the Firm has referred to or for subcontractors to whom the Firm, by agreement with the Client, has entrusted parts of the execution of the assignment.

All of the Firm’s co-workers are subject to and will comply with provisions of client confidentiality in respect of information received in connection with the assignment. However, in order to safeguard the Client’s interests, the Firm reserves the right to furnish confidential information to advisors, collaborating partners or others who are engaged to assist in the performance of the assignment.

The Firm will make use of electronic communication (e-mail) when communication with the Client, the opposing party and any other involved parties. In order to secure the information in a best possible way, the Firm has installed firewalls and anti-virus programs delivered by professional suppliers.

The Firm shall have no liability for losses or costs caused by data fault, hacking, virus, down time or similar incidents that may occur in connection with the use of electronic communication. The Firm will normally not encrypt its electronic communication; however, this may be agreed upon.

Unless the Client makes an express reservation, the Firm may make use of the Client’s name as a reference in the Firm’s marketing of its expertise.

In order to maintain the quality of our services, the Firm has established a collective data base which includes all documents prepared or altered by the Firms co-workers. The data base also includes personal data which occurs from these documents. To the extent such documents contain sensitive personal data, the Firm will ensure that such data is not available for other lawyers than those actually working with the case. Other personal data will be included in the database unless the Client expressly makes a reservation in this respect. Such reservation may also include matters of commercial nature. The Firm reserves the right to obtain personal data about the Client where deemed necessary for the assignment. The Client has the right to access to and information about the processed personal data, as well as the right to demand the correction of defective information, in accordance with the applicable regulations. The data controller according to the Personal Data Act appears in the Firm’s privacy statement, which is available on the law firm’s website www.gmco.no.

The Firm maintains all intellectual property rights to all documents etc. that are prepared by the Firm whilst performing the assignment.

The Client may only use documents etc. received from the Firm in compliance with the objective of the assignment.

If the Client is dissatisfied with the performance of the assignment or the fee calculation, the Client is encouraged to immediately raise this with the responsible lawyer or general manager. The Firm will immediately assess the complaint.

If the Client believes that a lawyer has acted in breach of the lawyer’s ethical rules or charged too high a fee, the Client may submit a complaint via the Lawyers’ Complaints Scheme (Advokatklageordningen), see advokatklageordningen.no. This complaints procedure is free. A complaint to the Lawyers’ Complaints Scheme must, as a general rule, be sent no later than six months after the Client became aware of, or should have become aware of, the matters to which the complaint relates.

Disputes related to an assignments carried out by the Firm are to be settled according to Norwegian law and can only be brought before Norwegian courts.

The Terms and Conditions are normally revised once a year and otherwise when the need arises. Changes to the disadvantage of the client, unless needed due to binding regulations, can only be made effective after one month’s notice. Changes in the hourly rates/fees take effect from and including the implementation of the change.