Hereinbelow are set out Føyen Torkildsen AS’s (FT)’s General Terms and Conditions of Assignment which will apply to the work carried out by FT. The General Terms and Conditions of Assignment and the Confirmation of Assignment collectively constitute the agreed conditions for the performance of our services.
1 FT’S ROLE
- Services: FT will perform the services which form a natural part of the assignment which we have undertaken. The nature or extent of the services that need to be performed may change as the case develops. If the changes become significant, we will take this up with the client in order to reach an agreement as to any necessary changes or amendments of the nature/extent and the Confirmation of Assignment.
- Lawyer in charge: FT will designate a partner in charge of the case or a lawyer in the firm who will be responsible for the services we perform. In addition, there may be other lawyers or other employees who will be working on the case to the extent this is considered expedient. The lawyer in charge will ensure that the assignment is performed in the best manner possible for the client, which includes an assessment of whether it would be more practical for parts of the assignment to be performed by another lawyer in charge, senior associate/associate, trainee or secretary.
- Conflict of interest: Before an assignment is finally accepted, we will seek to clarify whether there is any conflict of interest or any other matters which mean that our firm cannot or should not undertake the assignment. If considerations for our client so suggest and it is found unproblematic, work may start before the clarification procedure has been completed. We make the reservation that this may result in our having to relinquish the assignment. If the client is aware of such conflicts of interest, or in the event of the arising of any such conflicts, the client is required to disclose such information. We wish to point out that we may find ourselves in a situation where a conflict arises between the client’s interests and the interests of another of FT’s clients. If a conflict of interest should arise in connection with our work, we will contact the client.
- Response time: FT aims at responding to the client’s enquiries as quickly as possible while at the same time providing high-quality advisory services. We will at all times strive to keep the deadlines which we have agreed on.
- Information: FT’s work often depends on our client (or our client’s other advisors or employees etc.) providing information promptly. To avoid unnecessary work we rely on all information provided by our client being complete and correct, unless the client informs us to the contrary.
- Complaints: If the client is not satisfied with the work carried out by FT, we request the client to contact the lawyer in charge of the case immediately. In the alternative, FT’s general manager may be contacted.
- Right to complain: The client has the right to an assessment of whether the assignment has been carried out in accordance with the code of professional conduct for lawyers. Our client also has the right to complain if he is dissatisfied with the size of the fee. In principle, the quality of work cannot be assessed by the disciplinary bodies. As a main rule, the time-limit for filing a complaint is six months. The time-limit starts from the time the client became, or ought to have become, aware of the circumstances on which the complaint is based. The complaint is heard by the Bar Association’s regional Disciplinary Committee for the Oslo Circuit as a first instance. A decision from the Disciplinary Committee may be appealed against to the Disciplinary Board. The code of professional conduct for lawyers and further information about the complaint procedure are set out on the website of the Norwegian Bar Association www.advokatforeningen.no.
- Invoicing: The starting point for our invoicing is the time spent on dealing with the client’s case, professionally and efficiently. Unless otherwise agreed, FT will normally invoice the client on the basis of current hourly rates. Legal services are subject to VAT. This means that VAT shall be added to fee and any expenses we may have in connection with the performance of the assignment. If travel is required, we will charge for 8 hours a day, unless the actual hours exceed this.When determining the final fee the invoice amount based on the billing hours will be assessed on a discretionary basis in relation to other aspects of the case in question. The following factors will have a bearing on the determination of the fee:
- whether the case has required special legal expertise
- whether it has been particularly complicated in terms of the legal issues that have been considered
- whether the client has requested assistance at unsociable hours or with especially short time- limits
- the responsibility involved in the work performed (especially in connection with warranties, legal opinions etc.)
- the result achieved
Each invoice will be accompanied by a specification of the work setting out the work carried out during the relevant period of time and the names of the lawyers involved.
- Estimate: If the Confirmation of Assignment contains an estimate of FT’s fee, the client will be informed if we see that the estimate will be significantly exceeded. This estimate is merely a rough calculation and does not entail an upper limit to our fee.
- Expenses: FT’s stated hourly rates/fees do not include expenses. Examples of expenses are travel expenses, costs of communication, charges and fees, miscellaneous office expenses (registry search fees, copying, telephone, postage and shipping), as well as the use of external services (see paragraphs 2.9 and 2.10). If the invoice does not specify office expenses a standard cost charge will normally be added which will depend on the size of the invoice amount. If the expenses are disproportionally high, we will, if the situation allows, consult the client before such expenses are incurred.
- Retainer/Payment on account: FT reserves the right to request advance payment or payment on account during the performance of the assignment to cover our fee, expenses and other costs. Such advance payments will be placed in our clients account and be treated as clients’ funds. Without instructions from our client they cannot be used for any other purposes than to pay our invoices. In case of client’s failure to pay in advance where this is required, we reserve the right to relinquish the assignment or stop our work with the case.
- Invoicing period: FT normally invoices once a month.
- Terms of payment: Invoiced amounts fall due 14 days after date of invoice. FT will charge ordinary default interest on amounts that have not been paid at maturity. FT reserves the right to cease our work for the client after having sent reasonable notice if the invoiced amount, including interest, has not been paid within four weeks from maturity.
- Complaint regarding invoice: Any objection to an invoiced amount must be lodged as soon as possible and not later than two weeks from date of invoice. If no objection has been lodged within the said time-limit, the invoice will be regarded as accepted, paid or unpaid.
- Clients account: Clients’ funds that are entrusted to us will be dealt with in accordance with statutory rules relating to clients’ funds as well as rules and regulations laid down by the Norwegian Bar Association. We reserve the right to sett off outstanding accounts against clients’ funds if settlement of invoice has not been made at maturity. This also applies to any advance payments deposited in our clients account.
- Foreign law firms, business partners: Some cases may require legal advisory service regarding the rules of law of other countries. FT has extensive contacts with firms in other countries. Our client will be consulted before we obtain advice from our business partners, unless we have reasonable grounds to believe that our client expects FT to take the necessary steps to obtain such advice without first contacting the client. We point out that FT’s hourly rates or calculation of fee do not apply to assistance from our business partners.
- Other special legal advisory service: In certain cases it may be necessary to seek special legal advice from firms with special expertise in areas where FT does not have the required expertise. We will consult our client before obtaining such specialist advisory services. We point out that FT’s hourly rates or calculation of fee does not apply to assistance from our business partners.
- Legal expenses insurance:
Certain cases may be covered by legal expenses insurance. The insurance policy sets out whether the insurance comprises legal aid which may cover parts of the payment for legal assistance. It should be checked out whether this is relevant and, if so, the insurance company must be notified as soon as possible. For this purpose information about policy number and the name of the company that has the insurance is required. We wish to point out that the fee claim will not be limited to the amount which the insurance company decides that it is willing to cover. Our client will be liable for fee claims regardless of any insurance cover. The insurance never covers the opponent’s litigation costs claim.
3 CONFIDENTIALITY ETC.
- Personal information: In connection with the assignment personal information relating to our client will be registered. To the extent that our client passes on personal information to us about others, the client is required to obtain the necessary consent from the persons concerned. We only register and use personal information to the extent necessary for carrying out the assignment and administering the client’s affairs. We will do our utmost to keep the registered personal information correct and updated. If our client realizes that information which we have received from the client is incorrect or incomplete, we request to be advised. FT will comply with current rules and regulations relating to the treatment of personal information.
- Confidentiality: Lawyers are under the law subject to a duty of confidentiality. Employees and other helpers are subject to the same duty. All FT employees have moreover signed a written non-disclosure declaration and are authorised for access to information processed in connection with FT’s services. All information that we receive from clients or about clients or others in connection with our work will be treated confidentially. Exemptions from a lawyer’s duty of confidentiality are set out in for example the Money Laundering Act. There will be a need to communicate some of the information which our client gives us to others, for example in connection with applications for legal aid, use of experts and other necessary communication in order to look after the client’s interests. We assume that we have the client’s permission to disclose information as mentioned. Unless otherwise agreed or assumed, FT has the right to disclose an existing client relationship in order to explain conflicts of interest or as a reference to potential clients.We point out that under the Money Laundering Act with related regulations we may be required to demand identity papers and necessary powers of attorney from our client to enable us to carry out identity checks when certain specific services are to be performed. Furthermore, we may in given situations have an obligation to conduct further internal investigations in case of suspicion of certain criminal offences and, in extreme cases, have a duty to report a matter to Økokrim (the Norwegian National Authority for Investigation and Prosecution of Economic and Environmental Crime). Such a duty may arise without us having the right to advise our client that Økokrim will be informed.
- Electronic communication: It is desirable to be able to communicate electronically. However, the electronic transmission cannot be guaranteed to be safe or free from virus or errors. Such information may be interrupted, corrupted, lost, destroyed, received too late or be incomplete or in other ways be negatively impinged on or not safe to use. Both parties agree to use recognised virus control tools. FT advises that we do not use encryption in our electronic correspondence. Unless otherwise established in the Confirmation of Assignment, the parties accept the risk and approve electronic communication for the transfer of information. Subject to what is covered by paragraph 5, neither the client nor FT shall have any liability for loss arisen in connection with electronic communication of information between us.
- Rights to documents: FT has copyright and other intellectual property rights to all documents that the client receives from us (either in hard copy or on disc or via e-mail), unless otherwise agreed in writing. Our client may copy such documents for his own internal use, but does not have the right to give the document or a copy of same to others without first having obtained FT’s written consent.
- The right to use ideas: FT may vis-à-vis other clients use ideas, concepts and know-how that emerge in documents prepared for our clients (in any sort or form), or which have been developed in some other way during the work on the project.
- Use of documents: When FT issues draft documents (either in hard copy or on disc or via e-mail), these may not be used until they have been approved by us.
- Filing and shredding of documents: FT keeps case documents in our files (with the exception of any papers which the client wants returned). FT assumes that we have the client’s permission to shred case documents 10 years after FT has sent the client the final invoice for the assignment. Documents which the client has deposited with FT for safekeeping will not be shredded. FT will invoice for time spent on retrieving filed papers or documents if this takes more than one hour. FT invoices for the time it takes us to read the documents, write letters or do any other work necessary in order to meet the client’s instructions.
5 RESPONSIBILITY / LIABIITY
- Responsibility for the outcome of the case: Even if we have stated our opinion as to the possible outcome of the case, this does not mean that we have any legal responsibility for this outcome being achieved.
- Liability for litigation costs: Litigation before the courts entails a risk that in the event of a loss the court may hold you liable to pay the opponent’s costs, the costs of lay judges as well as court fees. The same applies to arbitration proceedings where you may also be held liable to pay the arbitrators’ fees and other expenses. This is the client’s own responsibility.If the case is won with costs, but the court sets the opponent’s liability for costs at an amount lower than the fee we charge in accordance with this Confirmation of Assignment, our client is, regardless, liable to us for the full amount. The same applies to small-claims proceedings where our fee claim exceeds the statutory maximum rate (20 % of the disputed amount, not more than NOK 25,000.-, excluding VAT) as regards what can be claimed from the opponent.
- FT’s liability: It is only the persons named as liable according to FT’s registered partnership agreement who are liable for obligations, losses, expenses and other costs suffered or incurred by our client as a result of the services rendered. This liability is set out in the registered partnership agreement. Other employees cannot be held liable beyond what follows from rules that cannot be deviated from by agreement.
- Limitation of liability: Neither FT nor any individual partner or employee shall under any circumstances be liable for any indirect financial loss or consequential loss and any liability for a direct loss will be limited to three times the size of our fee, or not more than the amount covered by FT’s liability insurance. Upon request, our client may be given access to the policy to the extent this is necessary for the client in order to establish FT’s liability.
We are without liability for advisory services and documentation provided or prepared by others, including consultants, auditors etc.
- Force majeure: FT shall not be liable for any delay or failure in the performance of FT’s obligations if such delay or failure is due to circumstances beyond our control.
- Further instructions: FT will be pleased to undertake other advisory services or legal assignments for the client in the future. The terms set out in these General Terms and Conditions of Assignment, along with our current hourly rates, will also apply to such advisory services, unless otherwise agreed in writing.
- Current legislation and legal venue: The provisions of these General Terms and Conditions of Assignment and Confirmations of Assignment which our client receives from us are subject to Norwegian law. The Oslo District Court is accepted as legal venue.
7 TERMINATION OF CLIENT’S ACCOUNT
We will carry out the assignments entrusted to us until the case can be regarded as concluded, unless one or several of the following circumstances arise:
– Our assignment is revoked
– One or several invoices relating to our fee and/or expenses remain unpaid
– Our client becomes subject to insolvency proceedings or is in some other way deemed insolvent.
The client’s interests are deemed best served by the case being terminated as far as we are concerned.