General Terms of Engagement for Lund Elmer Sandager Law Firm LLP

Without any exception, these General Terms of Engagement for Lund Elmer Sandager Law Firm LLP [UK: Limited Law Partnership] (LES) apply to all assignments given to LES by clients as from 1 July 2009 and may only be departed from in writing. 
 

1. About LES

1.1 Besides the responsible partners in LES, LES consists of Komplementarselskabet LES ApS [UK: General Partner]. All attorneys are appointed by the Danish Ministry of Justice and all attorneys in LES are members of the Danish Bar and Law Society.

2. Dealing with the assignment

2.1 All assignments agreed with the client will be performed in accordance with the ethical rules for attorneys laid down by the General Council of the Danish Bar, the rules regarding attorneys and the performance of their duties laid down in the Danish Administration of Justice Act and other relevant legislation.
2.2 Unless otherwise agreed, LES’ counselling is strictly based on Danish legislation and other pertinent Danish rules and regulations.
2.3 As a result of LES’ obligation to observe the rules of Danish anti-money laundering legislation, LES is required to demand and file identity information regarding the client (including CPR.number or an equivalent if a CPR.number is not available), for which reason such information e.g. by copy of passport, driver’s license or the like, must be supplied in order for LES to take on any assignment for a client. Concerning clients operating as a firm/corporate entity such identity information must be supplied from the beneficial owners meaning the natural persons who either directly or indirectly own or control more than 25% of the shares or voting rights in the firm/corporate entity except for companies listed on a regulated market. Identity information is kept on file for five years following the termination of the client relationship.   
2.4 Unless otherwise agreed between LES and the client, LES shall retain any and all copyright and other useable intellectual property rights in materials/counselling services that LES may have provided to the client. Thus, the client will only be granted the necessary licence to use the materials/counselling services.
2.5 All counselling services provided by LES and all materials that may have been handed over in this connection shall be for the exclusive use of the client involved in the specific issue at hand. Accordingly, no third party shall be entitled to use such materials/counselling services or act in reliance on them.     
2.6 After LES has closed a case for a client, the documents relating to the case will be kept on file for five years.

3. Fees and billings

3.1 LES is subject to the rules laid down in the Danish Administration of Justice Act regarding the fixing of fees. In calculating the fee, the following factors will be taken into account:

• the scope of the work and the time expended (with regard being given to whether the case by nature required work outside ordinary working hours or the client required out-of-hours work). Ordinary working hours shall be understood as Mondays through Thursdays from 9 am-5 pm and Fridays from 9 am-4 pm;
• the importance of the matter to the client;
• the value of LES’ services;
• the responsibility LES holds in dealing with the matter;
• the complexity of the matter;
• the level of specialist knowledge; and
• the results obtained.

3.2 Insofar as costs and outlays are defrayed in dealing with an assignment, such as fees, travel and accommodation, meals and major copying and shipping costs, the client must pay them separately. Thus, such costs and outlays are not included in the fee. All charges related to the transfer of the clients’ pay-ments to LES, must be covered by the client.
3.3 When an LES attorney assumes an assignment involving commercial or business issues, the client is free to request information about the key elements of the work estimated to be involved in dealing with the case and about the fee amount the attorney expects to charge. If a specific fee amount cannot be stated, the client will receive a reasoned estimate or be advised about the method of fee calculation used. In cases involving consumers, the client will receive the above-mentioned information before work commences.
3.4 Although LES ordinarily issues on-account fee notes quarterly in arrears, LES shall be entitled to issue fee notes at other intervals and to ask the client to provide a retainer against future costs (advance fee deposit). In addition, LES shall be entitled to request prepayment of external costs.
3.5 All fee notes fall due “net cash” upon receipt. If payment is delayed beyond the due date, interest is payable at a penalty rate in accordance with the provisions of the Danish Penal Interest Rate Act. Such information also appears from fee notes issued by LES.

4. Confidentiality

4.1. All partners and employees at LES are obligated to treat information received from and about the client in confidence. 
4.2 Under applicable legislation, all LES partners and employees are required to sign a statement that prohibits any disclosure or use of inside information about listed companies and restrictions regarding trading in listed securities.

5. Liability, limitation of liability, insurance and guarantee

5.1 LES’ counselling is provided in accordance with the general rules of Danish law, however subject to clauses 5.2-5.6, and a professional liability insurance has been taken out covering all attorneys together with a guarantee issued in accordance with the rules laid down by the Danish Bar and Law Society. The professional liability insurance covers all legal conducts regardless as to where the legal conducts are performed geographically. Further information regarding insurance company and issuer of guarantee can be obtained here.
5.2 Unless otherwise agreed in writing with the client, any liability for LES, its partners and employees is limited to DKK 11,682,000 per assignment. In addition, the combined compensation payable under the insurance policy to any one client in a calendar year cannot exceed DKK 20 million.
5.3 Outside the scope of contracts involving consumers, and unless otherwise agreed in writing with the client, LES’ liability is limited in time to three years as from the date that LES completes the assignment. This time shall be understood as the later of the date of issue of the final fee note and the date of the last on-account fee note sent to the client.  
5.4 LES, its partners and employees shall not be liable for indirect loss or consequential loss, including but not limited to business interruption loss, loss of data, loss of profits and goodwill, resulting from counselling services.
5.5 Insofar as LES uses external advisory services, after obtaining the client’s prior consent, and where the external adviser provides its services subject to limited liability, LES shall be authorized to accept such limitation of liability on behalf of the client without obtaining his prior acceptance. 
5.6 LES, its partners and employees shall not be liable for errors made by external advisers retained in accordance with clause 5.5 or for external advisers to whom LES has referred the client.

6. Disciplinary Board of the Danish Bar and Law Society

6.1 Insofar as the client may have any objections against the fee charged by LES (fee complaint) or the handling of an assignment by LES (complaint of improper professional conduct), LES asks the client to contact the partner/attorney in charge of the matter before filing an official complaint with the Disciplinary Board of the Bar and Law Society.
6.2 Fee complaints must be filed with the Disciplinary Board of the Bar and Law Society and either sent by ordinary post to Kronprinsessegade 28, 1306 Copenhagen K or sent electronically via www.advokatnaevnet.dk where a complaint form is likewise to be found. A fee complaint must be filed within one year from the settlement of accounts in the specific matter.
6.3 Complaints of improper professional conduct must be filed in the same manner as a fee complaint cf. clause 6.2. A complaint of improper professional conduct must be filed within one year of the complainant having become aware of the issue of his complaint.        

7. Applicable law and venue

7.1 All counselling services provided by LES and these General Terms of Engagement are governed by Danish law.
7.2 Outside the scope of contracts involving consumers, any disputes may only be referred to the venue that from time to time applies to LES.

8. Miscellaneous

8.1 In the event that individual provisions of these General Terms of En-gagement are contrary to applicable law, only the relevant provision(s) shall lapse, and the remaining terms of these General Terms of Engagement shall remain in full force and effect.
8.2 These General Terms of Engagement have been prepared in both a Danish version and an English version. In the event of any discrepancy between the two versions, the version in Danish shall prevail.