Terms of Business of Lundgrens
1. Company information
Company reg. no. 36 44 20 42
Tuborg Boulevard 12
2. General information
2.1 These terms of business (the ”Terms of Business”) apply to the legal advice and other services that Lundgrens undertakes to provide to the client, unless otherwise agreed.
2.2 The client may have received an engagement letter (the ”Engagement Letter”) specifying the legal advice and other services to be provided. Together, the Engagement Letter and these Terms of Business constitute the agreement (the ”Agreement”) between the client and Lundgrens. In case of any discrepancy between the Engagement Letter and these Terms of Business, the provisions of the Engagement Letter will take precedence.
2.3 If the business relationship continues after the performance of the engagement specified in the Engagement Letter, the Terms of Business will apply to the continued business relationship.
3.1 Lundgrens works on the basis of and in accordance with the client’s instructions, and the client and Lundgrens continuously agree on the legal advice and other services to be provided and the scope of the engagement as well as the assistance to be provided by the client and others.However, Lundgrensis entitled to refuse to comply with the client’s instructions if such compliance would violate statutory or other rules, e.g. codes of conduct for lawyers.
4. Fees and invoicing
4.1 Lundgrens’ fees are determined on the basis of resource consumption and the added value for the client as a result of the legal advice and other services provided. An overall assessment is made in which the following elements are taken into account: (i) the hours spent, (ii) specialist skills applied, (iii) the complexity of the services provided, (iv) whether the provision of the services has required work to be performed to a tight deadline or outside normal working hours, (v) the importance of the services to the client, and (vi) the responsibility attached to the provision of the services and the achieved outcome.
4.2 Our statements of fees or estimates are exclusive of VAT, unless explicitly stated otherwise. In addition to the fees mentioned in clause 4.1, Lundgrens will invoice any expenses and outlays incurred or made in connection with the provision of the services.
4.3 If a client has deposited an amount on a separate client account with Lundgrens in the client’s name, any positive as well as negative interest accruing to the deposited amount will be added to the account. Upon release of the account, the net balance of the account will be disbursed to the client.
The following shall apply regarding accounts, which are escrow accounts for which the deposited amount shall be transferred to a third party at the end of deposit period and where the bank has charged negative interest to the client account during the deposit period. If Lundgrens, as escrow bank, is under an obligation to transfer the entire deposited amount to the third party, Lundgrens may at its own discretion invoice the client for a fee with addition of VAT, which corresponds to the negative interest accrued to the deposited amount.
If the client has deposited an amount on one of Lundgrens’ main client accounts and if negative interest accrues to this account, Lundgrens reserves the right to invoice the client for a fee with addition of VAT which corresponds to such proportionate part of the negative interest accruing to this main client account, that relates to the amount deposited by the client.
4.4 Expenses for expert reports, assistance from foreign lawyers and the like are invoiced separately.
4.5 Lundgrens normally invoices the client on a monthly basis in connection with the provision of services. Invoices fall due for payment 15 days after invoice date. In case of late payment, interest at a rate of 8% per month or fraction of a month will be added to the amount owing at any time. If the overdue invoice remains unpaid, Lundgrens will be entitled to suspend further work and withhold further services, until payment has been made.
4.6 If several invoices issued to the same client remain unpaid, Lundgrens may decide at its discretion which invoices will be settled if a partial payment is received from the client.
5.1 Either party is entitled to terminate the Agreement or the business relationship at any time. In that case, Lundgrens’ termination must comply with the Code of Conduct for the Danish Bar and Law Society (Advokatetiske Regler).
5.2 In case of termination, Lundgrens will be entitled to fees and reimbursement of expenses incurred until such termination, including expenses for Lundgrens’ sub-service providers, etc.
5.3 The following provisions will remain effective after termination: 6(Marketing), 7(Confidentiality), 10(Limitation of liability), 12(Disputes and complaints) and 14(Intellectual Property Rights).
6.1Lundgrens is entitled to mention in its marketing material that Lundgrens has provided legal advice and other services to the client when such services have been provided and have become public knowledge.
7.1 Lundgrens is subject to a duty of confidentiality in respect of any information received from the client. Lundgrens’ duty of confidentiality will remain effective after the services have been provided. The duty of confidentiality applies subject to the rules according to which Lundgrens is required to disclose information to public authorities or others, including the money laundering rules.
8. Conflicts of interest
8.1 Immediately after conclusion of an engagement and before work is commenced, Lundgrens will verify whether the engagement gives rise to any conflicts of interest preventing Lundgrens from representing the client in relation to the engagement in question. Any relevant matters will be discussed with the client before work is commenced.
9. Money laundering
9.1 Under the Danish Money Laundering Act (hvidvaskloven), Lundgrens must retrieve and store identity information about the client as well as documentation of such information. The documentation will be stored for at least five years after the relationship with the client has ended.
10. Limitation of liability
10.1 Lundgrens is liable in damages in accordance with the general rules of Danish law for any loss inflicted on the client as a result of the legal advice provided by Lundgrens, but subject to the limitations set out in these Terms of Business.
10.2 Lundgrens is not liable for any loss of business, loss of time, loss of profit, loss of goodwill or any other indirect loss.
10.3 Lundgrens’ total aggregate liability to the client in respect of claims raised during a calendar year cannot exceed DKK 75 million.
10.4 The client is only entitled to raise claims against Lundgrens and not against any individual partner or other legal staff.
10.5 Lundgrens offers advice on Danish legal matters only. If the engagement involves foreign law aspects, Lundgrens will assist the client in engaging or coordinating contact to local lawyers or in obtaining specific legal advice from such lawyers on the legal matters involved. However, Lundgrens is not liable for any advice provided by foreign lawyers, and Lundgrens’ involvement in that part of the service provision will not be considered as legal advice provided by Lundgrens on foreign legal matters.
10.6 Lundgrens is not liable for any advice provided by the client’s other advisors, even if such advisors have been engaged with Lundgrens’ assistance.
10.7 Lundgrens is not liable for any non-performance or any delayed performance of its obligations under the Agreement if such non-performance or delay is due to obstacles or matters outside Lundgrens’ or any sub-service provider’s reasonable control (force majeure).
10.8 All amounts paid into Lundgrens’ client accounts are deposited in client bank accounts with a Danish bank for the client’s account and risk. The amounts deposited in client bank accounts are protected under the Danish Act on a Guarantee Fund for Depositors and Investors (lov om indskyder- og investorgarantiordning), but with effect from 1 June 2015, the maximum amount protected is EUR 100,000 per client per bank. Lundgrens is not responsible for any amounts paid into Lundgrens’ client bank accounts if the bank into which the amounts have been paid falls into financial distress. As a result, Lundgrens cannot be held liable if the bank is unable to repay the amounts paid into Lundgrens’ client bankaccounts.
11. Electronic communication
11.1 Lundgrens and the client accept the use of electronic communication (including emails or other media) and the risk relating to such use. Each party is responsible for protecting its own systems and interests in connection with such electronic communication. Lundgrens and Lundgrens’ sub-service providers are not responsible for any error, loss, virus, delay, destruction, etc. relating to or inflicted by the use of electronic communication or information. Encryption systems or a digital signature may be used at the client’s request.
12. Disputes and complaints
12.1 In case of dissatisfaction with Lundgrens’ legal advice or the services provided in general, the client will be entitled at any time to contact either the responsible partner or the chairman of Lundgrens’ board of directors.
12.2 Lundgrens complies with the Code of Conduct issued by the Danish Bar and Law Society. The client is entitled to bring complaints about legal advice and fees charged before the Danish Disciplinary Board (Advokatnævnet). The Code of Conduct for the Danish Bar and Law Society is available at www.advokatsamfundet.dk.
12.3 The Agreement and Lundgrens’ legal advice are governed by and must be interpreted in accordance with Danish law, excluding its conflict of laws rules.
12.4 Any dispute arising between the client and Lundgrens as a result of Lundgrens’ legal advice must be decided with final and binding effect by arbitration administrated by the Danish Institute of Arbitration in accordance with the rules of procedure applicable at the commencement of the arbitration proceedings. The parties must keep confidential all information about the arbitration proceedings and the award granted. Notwithstanding the above, Lundgrens is entitled to commence legal proceedings before the Court of Lyngby concerning the client’s failure to pay the fees charged by Lundgrens.
13.1 Lundgrens has taken out liability insurance and provided a guarantee in accordance with the rules of the Danish Bar and Law Society. The liability insurance covers Lundgrens’ provision of legal advice and other services regardless of where such services are provided. The liability insurance has been taken out with and a guarantee has been provided via Codan Forsikring A/S, Gammel Kongevej 60, 1790 Copenhagen V, Denmark, under policy no. 900 623 6119.
14. Intellectual property rights
14.1 Lundgrens retains all intellectual property rights and other similar rights in the material prepared by Lundgrens. The client is only entitled to use such material to the extent provided for by the specific engagement.