TERMS OF BUSINESS

GENERAL TERMS OF AGREEMENT
Helle Moalem Advokatfirma

1.  Legal services
1.1 In order to be considered a client at Helle Moalem Advokatfirma, it is a condition that the Client has received and accepted our “Client Confirmation Letter” and/or accepted a separate engagement letter.
1.2 Helle Moalem Advokatfirma provides legal services in accordance with the rules of the Danish Bar and Law Society, including the rules of professional conduct and ethics.
1.3 Helle Moalem Advokatfirma complies with these general terms which prevail over our clients’ terms of business, unless otherwise agreed in writing with the client in respect of a particular assignment.
1.4 Any use of external resources to ensure effective handling of the assignment is subject to separate agreement with the client.
1.5 Helle Moalem Advokatfirma’s legal services are based on Danish law. The opinions and directions/recommendations prepared for the purpose of an assignment apply to matters governed by the Danish legal system only, unless otherwise agreed with the client.
1.6 Helle Moalem Advokatfirma has been granted admission to practice as an attorney by the Danish Ministry of Justice and is part of the Danish Bar and Law Society.
2. Confidentiality and Inside Information
2.1 All information received from or about the client in connection with the work performed for the client will be treated as confidential.
2.2 Helle Moalem Advokatfirma complies with current legislation prohibiting any disclosure of inside information about listed companies and restricting trade in listed securities.
2.3 Helle Moalem Advokatfirma corresponds, inter alia, via email. The email correspondence is non-encrypted, and Helle Moalem Advokatfirma does not accept liability for any viruses, unauthorised amendments, unauthorised monitoring, tampering or other matters resulting therefrom.
3. Intellectual Property Rights
3.1 As our client you will be granted the necessary rights in the material generated by me during the assignment, but Helle Moalem Advokatfirma retain all copyrights and other intellectual property rights as regards work and material developed, designed, generated or otherwise created by Helle Moalem Advokatfirma.
4. Invoicing and Retainer
4.1 In general, invoicing is based on a number of factors, including time spent, the outcome of the matter, the size and complexity of the matter, the degree of expertise required, the responsibility involved, pressure of time, etc. The estimate of the full amount of fees relating to the conclusion and closing of a case is indicative unless otherwise expressly agreed.
4.2 Helle Moalem Advokatfirma invoices clients per email when an assignment is finished, unless other invoicing terms have been agreed upon. All invoices will include the following: (a) the period during which the services were performed; (b) the aggregate amount for the period; and (c) in the event the invoiced amount exceeds DKK 25,000, exclusive of VAT, or if the Client so requires in writing, time spent on the matter. VAT is added to the invoice according to the prescribed tax base at the time in question. In case the Client so requires in writing and if the invoiced amount exceeds DKK 25,000, exclusive of VAT, the invoice may include a short summary of the work rendered.
4.3 Terms of payment are 8 days net from the invoice date. In case of late payment, interest will be charged in accordance with the Danish Interest Act.
4.4 In general, Helle Moalem Advokatfirma requires payment in advance or separate reimbursement of disbursements and expenses, and sometimes payment of a retainer fee. Such prepaid amounts will be deposited on the client account and shall be treated as client funds.
5. Client funds
5.1 All Client funds paid to Helle Moalem Advokatfirma will be managed in accordance with the rules of the Danish Bar and Law Society and will be deposited in separate Client accounts.
5.2 Pursuant to the Danish Guarantee Fund for Depositors and Investors Act, Client Funds are covered by the general cap for cover of EUR 100,000 in the event that the financial institution should become distressed. The maximum amount allowed is calculated for each client for each financial institution, and any other funds that the client might have in the same financial institution is included in the statement.
5.3 Helle Moalem Advokatfirma is not liable for any loss of Client Funds in the event that the relevant financial institution should become distressed.
6. Liability and insurance
6.1 The liability of Helle Moalem Advokatfirma is limited to DKK 50,000.
6.2 Our liability for any loss covers only direct loss, thus excluding consequential loss and any indirect loss, including loss of profits, data or goodwill.
6.3 Helle Moalem Advokatfirma is not liable for any advice or services given or provided by other persons, including foreign attorneys.
6.4 Helle Moalem Advokatfirma has taken out professional indemnity insurance and provided guarantee in accordance with the provisions set out by the Danish Bar and Law society. In accordance with the limitations set out in clause 6.1-6.3, the professional indemnity insurance covers all legal practice regardless of where such legal practice is carried out. The insurance company and guarantor is Codan Forsikring A/S, Gammel Kongevej 60, 1850 Frederiksberg C.
7. Marketing
7.1 Helle Moalem Advokatfirma is allowed to refer to the fact that Helle Moalem Advokatfirma act as legal counsel for the Client as part of the firm’s general marketing activities, including using your logo in presentations of my firm’s capabilities and transactions.
7.2 Such marketing activities must yield to agreed confidentiality conditions and matters which ipso facto are subject to general confidentiality and secrecy.
8. Cessation of representation
8.1 If a Client does not make use of the firm’s services in a period of 18 months, Helle Moalem Advokatfirma may within the framework of the legal, ethical rules and mandatory legislation decide that the Client-relationship has ceased, i.e. Helle Moalem Advokatfirma may enter into a Client-relationship with a company which e.g. may compete with the now former Client.
8.2 Helle Moalem Advokatfirma may have to cease representing a client (e.g., where the client is in breach of these terms, is subject to insolvency proceedings, is insolvent or where payment is not made according to our terms).
8.3 Any liability in connection with our services shall be governed by Danish law. Any dispute arising out of these General Terms of Engagement shall be subject to the exclusive jurisdiction of Helle Moalem Advokatfirma’s venue.