Subject as otherwise stipulated in an instruction letter or frame agreement
1 The parties and the assignment
The term “BLAAUW | LEGAL”, when used in this document and the instruction letter, refers to BLAAUW | LEGAL advokatfirma m.n.a., a Norwegian company with registration no. 923 757 147, Norway.
The term “Client” refers to the client in the matter BLAAUW | LEGAL has been instructed to handle, as set forth in the instruction letter or any other document defining the assignment.
In case of a discrepancy between the terms of the individual instruction letter and these standard terms, the terms which are specifically agreed for the individual assignment shall prevail.
2 Advice and services provided by BLAAUW | LEGAL
BLAAUW | LEGAL shall carry out the assignment in accordance with best legal practice and in accordance with applicable legislation and regulations, including the provisions of the Norwegian Courts of Justice Act 1915 (“domstolloven”) s. 224 and regulations under this Act, as well as the standards required by the Norwegian Bar Association (“Den Norske Advokatforening”).
The advice and services to be provided to the Client by BLAAUW | LEGAL will be based on BLAAUW | LEGAL’s understanding of law and practice at the time the advice and services are provided. Unless otherwise agreed in writing, BLAAUW | LEGAL will limit its legal services to matters governed by Norwegian law and the limitations of the assignment. To the extent that the assignment shall comprise transaction settlement, rendering of legal opinions or tax advice, this shall be specifically agreed. The advice and services provided by BLAAUW | LEGAL will not include any commercial, accounting, technical or other non-legal advice.
BLAAUW | LEGAL does not undertake to advise the Client on the impact of any subsequent changes in law and practice unless otherwise agreed.
3 Instructions to BLAAUW | LEGAL
BLAAUW | LEGAL is authorised to take instructions from any person authorised by the Client to give instructions on behalf of the Client or such other person(s) that BLAAUW | LEGAL may assume is authorised to give instructions on behalf of the Client, based on general proxy and the nature of the matter at hand.
The Client will be responsible for ensuring that BLAAUW | LEGAL is provided with all material information and documents which are relevant and/or reasonably required in order to perform the assignment. Such information and documents shall be provided to BLAAUW | LEGAL within a reasonable timeframe to enable compliance with relevant deadlines, if any, particularly those imposed by courts, arbitration tribunals or other tribunals. BLAAUW | LEGAL shall not be responsible for checking the accuracy of information submitted by the Client unless specifically asked to do so.
4 Execution of the assignment
Unless otherwise agreed the assignment will be carried out by Haakon Blaauw.
5 Fees and disbursements
BLAAUW | LEGAL’s fees are generally based on the time spent on the matter, experience and specialised knowledge, the complexity and scope of the matter, including the complexity and scope of the problems being addressed and the number and importance of documents prepared and/or reviewed.
The applicable hourly rate for each assignment (exclusive of VAT which will be added if required by law or regulation) shall be agreed in writing in the instruction letter, frame agreement or other document before commencement of work.
BLAAUW | LEGAL’s fees may take account of the result achieved for the Client and other circumstances such as the particular scope and size of the matter, the amount of money or value of the assets involved, the complexity or novelty of the issues discussed, or if the matter has to be finalised within a particularly short timeframe. In any event, BLAAUW | LEGAL’s fees are payable independent of the result achieved.
Where applicable, VAT will be charged at the rate (currently 25%) that applies when the work is undertaken.
BLAAUW | LEGAL will invoice the Client for all costs and expenses incurred by BLAAUW | LEGAL on behalf of the Client including without limitation court fees, registration charges and fees, database searches, relevant third party costs (including but not limited to the fees of arbitrators, barristers, experts, foreign lawyers, mediators and couriers and any photocopying which is undertaken externally) in the event that such costs are not invoiced to the Client directly by third parties.
BLAAUW | LEGAL will also invoice the Client for all travelling expenses and catering costs incurred in relation to the matter. VAT is payable on some expenses. Such direct costs will otherwise be invoiced without mark-up.
On matters that require extensive work related to translation, copying and necessary overtime by personnel etc., this will be charged to the Client.
Disbursements incurred in foreign currency will be invoiced at the exchange rate applicable on the date of BLAAUW | LEGAL’s invoice or, if earlier, the date of payment by BLAAUW | LEGAL.
Unless otherwise agreed, BLAAUW | LEGAL will invoice the Client monthly and will add VAT at the relevant rate if applicable. If invoices are not issued on a monthly basis, the Client may request BLAAUW | LEGAL for an overview of the incurred fees.
Together with each invoice, BLAAUW | LEGAL will provide a breakdown of all time spent by each person working on the matter and the nature of work undertaken on behalf of the Client. The invoice will itemise any disbursements not invoiced to the Client directly by third parties. If contrary to the stipulations above no hourly rate has been agreed, the work will be invoiced at NOK 3 000 per hour ex. VAT.
7 Money on account
It is normal practice to ask clients to pay sums of money from time to time to a designated BLAAUW | LEGAL client account in respect of charges and expenses which are expected to be incurred in the following weeks or months. Accordingly, BLAAUW | LEGAL may request advance payments on account of charges and expenses to be incurred as the matter progresses.
BLAAUW | LEGAL will hold these sums in a client account in the Client’s name and identified with the relevant case number, and may off-set any such payments against BLAAUW | LEGAL’s monthly invoicing, unless otherwise agreed. When BLAAUW | LEGAL apply these advance payments towards the Client’s bill(s), this will be evidenced from the invoice. Upon termination of the matter, any balance shall be returned to the Client, together with interest in excess of 50 per cent of the prevailing court fee, cf. the Norwegian Act of 17 December 1982 No. 86 on court fees, as applicable on the respective account.
BLAAUW | LEGAL is obliged as a matter of law to inform the taxation authorities of amounts standing to credit on clients’ accounts, and details of transactions made on such accounts.
8 Payment of invoices
Invoices from BLAAUW | LEGAL shall be settled within 14 days from the date of invoice, unless otherwise agreed. BLAAUW | LEGAL is entitled to charge interest on any overdue amount at the rate of interest as apply from time to time under the Norwegian Act of 17 December 1976 No. 100 on Late Payments (“forsinkelsesrenteloven”).
The Client is liable for payment of BLAAUW | LEGAL’s fees and disbursements at the due date regardless of whether BLAAUW | LEGAL accepts to invoice a third party, or if the Client is covered by insurance, or a third party undertakes to pay the Client’s cost, or another party is directed by a court or arbitration tribunal to cover the costs of the Client.
If BLAAUW | LEGAL has received instructions from the Client in its capacity as agent or representative for another party (including insurers) which BLAAUW | LEGAL is representing, the Client shall, unless otherwise agreed in writing, be jointly and severally liable together with such other party for payment of all invoices from BLAAUW | LEGAL on the matter at hand.
The Client is responsible for covering all bank charges and other costs which may incur when transferring funds. If any withholding tax or any other tax has to be deducted from the invoiced amount as set out in an invoice from BLAAUW | LEGAL, the Client shall be liable for payment to BLAAUW | LEGAL of such additional amount which is required to ensure that the net amount received by BLAAUW | LEGAL is not lower than the amount BLAAUW | LEGAL would have received, had no such withholding tax or other tax been made and payable.
If BLAAUW | LEGAL holds funds in the client account on behalf of the Client, BLAAUW | LEGAL reserves the right to make a deduction from such funds of any charges or costs, with the addition of interest, which are due and owing from the Client to BLAAUW | LEGAL.
9 Estimates of costs
If requested by the Client, BLAAUW | LEGAL will provide the Client with an initial estimate of the costs and expenses which the Client is likely to incur in this matter. BLAAUW | LEGAL will provide an overview of all costs and expenses incurred and an estimate of future costs and expenses at any time upon request. Whilst BLAAUW | LEGAL will endeavour to give as accurate an estimate as possible, any estimate will necessarily be based upon the then understanding of the matter and the assumed work scope at the relevant time. It may be difficult to estimate costs and expenses at the outset of a matter when issues are not fully identified and developed. BLAAUW | LEGAL therefore reserves the right to revise estimates of costs and expenses as the matter progresses.
Unless agreed otherwise in writing, any estimates of costs and expenses provided by BLAAUW | LEGAL are for guidance only and do not constitute a fixed fee or binding cap on fees for the matter.
10 Costs risks in litigation and arbitration
If the Client is successful in a litigation or arbitration matter, the other party will normally be ordered at the conclusion of the matter to pay the costs (in part or in full) which the Client has incurred in relation to the issues on which the Client was successful. This will not usually provide the Client with a full indemnity in respect of the Client’s costs. In addition, the other party may be unable to pay some or all of the costs which it has been ordered to pay.
If the Client is unsuccessful in a litigation or arbitration matter, the Client will normally be ordered to pay the costs of the other party (in part or in full) in relation to issues on which the other party was successful, and interest may be payable on those costs. This will be in addition to the Client’s own costs in the matter.
In the event that BLAAUW | LEGAL and the Client have agreed that the fee charged to the Client differs from the costs presented by BLAAUW | LEGAL to the court or arbitration panel, the Client shall nevertheless be fully responsible for the full amount charged by BLAAUW | LEGAL to Client.
BLAAUW | LEGAL owes a duty of confidentiality to the Client. BLAAUW | LEGAL will accordingly treat all information received in relation to this matter (to the extent that this information is not otherwise in the public domain or the Client has agreed to or instructed BLAAUW | LEGAL to divulge such information) as confidential. BLAAUW | LEGAL’s obligations in relation to client confidentiality are subject to any requirements to make disclosure when obliged to do so by any prevailing mandatory law BLAAUW | LEGAL shall also have the right to share information about a Client and the matter at hand internally to the extent deemed necessary by BLAAUW | LEGAL in connection with BLAAUW | LEGAL’s assistance to the Client, for teamwork in this regard, for conflict check purposes and in order to be able to extract relevant information of professional or commercial nature internally in the firm.
The Client agrees that BLAAUW | LEGAL may use privileged or confidential information or documents in BLAAUW | LEGAL’s possession to the extent that this is necessary in order to defend a claim brought against BLAAUW | LEGAL in relation to an assignment. To the extent that a matter is publicly known, BLAAUW | LEGAL shall, unless otherwise agreed, be entitled to inform that BLAAUW | LEGAL have assisted the Client.
12 Assistance from third parties
Third parties including external experts, foreign counsel etc. may be instructed by BLAAUW | LEGAL on behalf of the Client and for the account of the Client.
On occasion BLAAUW | LEGAL may ask third parties to undertake photocopying work on
BLAAUW | LEGAL’s files to ensure that this is done promptly. BLAAUW | LEGAL will always seek to enter into a confidentiality agreement with such third parties. If the Client does not want its file(s) to be outsourced on such occasions, the Client must let BLAAUW | LEGAL know as soon as possible.
13 Conflict of Interest, identity checks etc.
Before agreeing to act on a matter, BLAAUW | LEGAL will undertake a search in BLAAUW | LEGAL’s client register in order to identify any conflict of interest in accordance with applicable rules as laid down by the Norwegian Bar Association (“Den Norske Advokatforening”). The search is based on the information made available to BLAAUW | LEGAL by the Client, including information regarding the parties and counterparties involved in the matter. With regards to the conflict search, it is important that the Client provides BLAAUW | LEGAL with relevant information before the work on the assignment commences. Should the nature or structure of the matter change, or if the Client requests additional work to be undertaken, further searches may be necessary in relation to a possible conflict of interest. Unless otherwise agreed, BLAAUW | LEGAL is able to assist other clients within the same industry or commercial segment as the Client.
In accordance with applicable legislation and regulations relating to anti money laundering and proceeds of crime, BLAAUW | LEGAL is legally obliged to obtain documentation of the identity, beneficial ownership of the Client and relevant authorisations before proceeding with a matter.
BLAAUW | LEGAL may also require information as to the source of funds involved in any transaction in which BLAAUW | LEGAL is involved on behalf of the Client. The Client undertakes to provide BLAAUW | LEGAL with correct and complete information.
BLAAUW | LEGAL is entitled to halt work pending receipt of evidence of identity or information as to the source of funds. BLAAUW | LEGAL will not be liable for any loss and/or damage due to delays in providing this evidence/information.
If BLAAUW | LEGAL becomes aware of or suspects any money-laundering activity or the existence of the proceeds of a crime (including activity overseas which would constitute a crime if committed in Norway), BLAAUW | LEGAL must (as required by law) report such suspicions to the appropriate authorities without informing the Client. BLAAUW | LEGAL may be unable to continue to act (temporarily or permanently) for the Client in those circumstances and will not be liable for consequences thereof including, without limitation, delays arising from the need to comply with relevant legislation.
14 Secure communication
BLAAUW | LEGAL follows general practice for comparable law firms to safeguard the confidentiality, availability and integrity when using electronic communication and collaboration tools, as well as ensuring that such tools are free of malicious software. Despite such efforts, BLAAUW | LEGAL does not guarantee the security or efficiency of such tools.
If the Client requests specific security measures to be undertaken as part of the handling of the assignment, for example specific encryption methods, the Client must notify BLAAUW | LEGAL at the start of the matter and suitable alternative arrangements will be implemented.
For the sake of clarity, please note that the use of other communication and collaboration tools than commonly available tools such as phone, email etc, are subject to separate terms and conditions.
15 Use of data – use of documents/Storage
Copyright and other intellectual property rights in documents created by BLAAUW | LEGAL in connection with this matter, will remain vested in BLAAUW | LEGAL. BLAAUW | LEGAL shall be entitled to use documents and rights for the purpose of giving advice to others provided BLAAUW | LEGAL complies with its duty of confidentiality to the Client. BLAAUW | LEGAL may also store such documents on its internal and confidential know-how system. If the Client does not wish documents to be stored on BLAAUW | LEGAL’s know-how system, the Client must advise BLAAUW |LEGAL.
After the conclusion of the matter or termination of the assignment, BLAAUW | LEGAL will be entitled to withhold the Client’s papers and documents in BLAAUW | LEGAL’s possession until all outstanding costs and disbursements have been settled. Unless otherwise agreed or provided by law, BLAAUW | LEGAL will keep its files (except any papers which the Client requests BLAAUW | LEGAL to return) on the understanding that BLAAUW | LEGAL has the Client’s authority to destroy the same 10 years after BLAAUW | LEGAL’s final invoice was sent to the Client in relation to this matter.
16 Processing of personal data
In connection with BLAAUW | LEGAL’s advice and services to the Client, BLAAUW | LEGAL may gain access to and process personal data. BLAAUW | LEGAL will be the data controller of such personal data, and will process the data in accordance with the Norwegian Act of 15 June 2018 No. 38 relating to the processing of personal data (“personopplysningsloven”), as well as in accordance with the rules regulating legal practices under the Norwegian Courts of Justice Act 1915 (“domstolloven”).
17 BLAAUW | LEGAL’s responsibility for advice and services
BLAAUW | LEGAL alone is responsible for the provision of legal advice and services to the Client in relation to the assignment and for the performance of its obligations hereunder.
BLAAUW | LEGAL’s duty of care and advice to the Client do not extend to the benefit of third parties and cannot be used by the Client in other settings than what has been agreed in connection with this assignment. BLAAUW | LEGAL does not take upon itself any liability or responsibility to third parties as a consequence of its advice to the Client. BLAAUW | LEGAL shall have no liability other than for legal services as referred to in section 2 above.
BLAAUW | LEGAL shall have no liability to achieve any result expressed in any of its advice or statements, including legal opinions.
BLAAUW | LEGAL shall have no liability for damage or loss arising out of or in connection with the use of communication and collaboration tools, except when such damage or loss is caused by BLAAUW | LEGAL’s deviation from applicable and specific security measures as agreed with the Client pursuant to section 14. Liability for loss or damage arising out of or in connection with the use of communication and collaboration tools that are offered as part as a separate agreement with the Client are governed by the terms and conditions of the separate agreement. BLAAUW | LEGAL is not liable for damage or loss resulting from BLAAUW | LEGAL’s IT systems becoming inaccessible or otherwise damaged through hacking or any other form of cyber-attack.
BLAAUW | LEGAL shall not be responsible for the acts and/or omissions of any third parties (such as other law firms, barristers and/or experts) instructed by BLAAUW | LEGAL on behalf of the Client. BLAAUW | LEGAL shall however seek the prior approval of the Client before instructing such third parties.
The total aggregate liability of BLAAUW | LEGAL to the Client or any related parties to the assignment at hand, whether in contract, tort (including negligence) or otherwise for any losses (including interest and legal costs) whatsoever and howsoever caused shall be limited to documented, direct financial loss not exceeding NOK 10 million per claim or aggregate of claims.
BLAAUW | LEGAL will in any event not be liable for any consequential, special, indirect, or exemplary damages, costs or losses incurred by the Client, or any damages, costs or losses attributable to the Client’s lost profits or opportunities.
The Client may file a complaint with the
Norwegian Bar Association’s disciplinary bodies if it believes the assignment was not handled in accordance with the standards required by the Norwegian Bar Association. It is also possible to file a complaint with the same bodies in the event that the fee is considered unreasonably high. The disciplinary bodies normally do not consider the quality of the legal services provided.
The time limit for filing a complaint to the disciplinary bodies is normally six months, from the time the person making the complaint became or should have become aware of the circumstances upon which the complaint is based. A complaint must be addressed to the relevant regional disciplinary body of the Norwegian Bar Association as the first instance. The decision by the relevant disciplinary body may be appealed to the disciplinary tribunal (“Disiplinærnemden”).
Further information about the best practice standards required by the Norwegian Bar Association (which are adopted in the Norwegian Regulations for lawyers of 20 December 1996 No. 1161) and the complaint procedure, can be found on the website of the Norwegian Bar Association, http://www.advokatforeningen.no/.
19 Termination of the assignment
The Client may terminate the assignment at any time by serving notice in writing to BLAAUW | LEGAL, but BLAAUW | LEGAL will be entitled to keep all papers and documents belonging to the Client whilst there is money outstanding.
BLAAUW | LEGAL may cease to act on behalf of the Client upon giving reasonable notice and for good reason in compliance with the best practice standards of the Norwegian Bar Association, for example failure to pay an invoice in full by the due date and/or failure to give proper or full instructions following a written request for the same (in particular requests for information or documentation required by orders of a court or arbitration tribunal or required by legislation).
In the event of termination by the Client or by BLAAUW | LEGAL, the Client will be responsible for payment of BLAAUW | LEGAL charges for work undertaken, together with disbursements incurred, up to the date of termination.
20 Governing law and jurisdiction
These standard terms of business shall be governed by and construed in accordance with Norwegian substantive law.
The Client and BLAAUW | LEGAL agree to seek to resolve any dispute or claim arising out of or in connection with the assignment amicably in the first instance. If the dispute cannot be settled amicably, it shall be finally decided by arbitration according to the provisions at the relevant time of the Norwegian Arbitration Act of 14 May 2004 No. 25 (or such legislation replacing this Act).
The place of arbitration shall be Bergen, and the arbitration proceedings shall be conducted in Norwegian. The arbitration proceedings and the arbitral award shall be confidential, and the parties are pledged to secrecy.
These standard terms shall be deemed accepted unless BLAAUW | LEGAL is notified otherwise in writing within one week after these standard terms were forwarded to the Client.
An instruction letter or other document defining the assignment, together with these standard terms, will normally be forwarded to the Client for any new assignment assumed by BLAAUW | LEGAL. In cases of repeated assignments for the Client, the standard terms contained in this document shall, unless otherwise is agreed, apply to a new assignment even if no instruction letter has been issued.