Terms of Engagement

General Terms of Engagement for Advokatfirmaet Seland | Rödl & Partner AS

1. Introduction‍

Advokatfirmaet Seland | Rödl & Partner AS (“Seland Rödl”) will strive to protect the Client’s interests to the best of its ability. Assignments will be carried out in accordance with the Engagement Letter, our internal case management procedures, the Courts of Justice Act (domstolloven), the Regulations for Lawyers (advokatforskriften), the Code of Conduct for Lawyers (regler for god advokatskikk), and other relevant regulations.

All our lawyers and associates are licensed or authorized to practice law in Norway, having been issued such authorizations by the Supervisory Council for Legal Practice (Tilsynsrådet for advokatvirksomhet). All lawyers and associates are members of the Norwegian Bar Association (Advokatforeningen) and are thus subject to the Bar Association’s specific resolutions and schemes for mandatory continuing education and the handling of disciplinary complaints.

These general terms apply to all engagements undertaken or performed by the firm’s lawyers or employees pursuant to a written engagement letter that identifies the assignment (“the Engagement Letter”).

These general terms are provided to the Client when the engagement is established or made available to the Client by reference to the website where these terms are published. The terms are deemed accepted by the Client unless the Client promptly notifies the responsible lawyer that the terms are not accepted.

Unless otherwise agreed, these terms shall also apply to subsequent engagements for the same Client.

Words and expressions capitalized in these terms shall have the same meaning as in the Engagement Letter unless expressly stated otherwise.

2. Establishment of the Engagement‍

Before accepting an engagement, we will determine whether there is a conflict of interest or any other factor that prevents or advises against undertaking the matter. This also applies to ongoing engagements if new opposing parties are introduced.

If it is in the Client’s best interests and considered unobjectionable, we may begin work before this conflict check is fully completed. In such cases, the Client will be advised that the conflict check is still pending and that the firm may have to withdraw from the engagement if a conflict is discovered.

Pursuant to the Norwegian Anti-Money Laundering Act (hvitvaskingsloven), customer due diligence and identification checks will generally be required. The Client is obligated to cooperate with such identification checks. Please note that if we suspect any transactions are linked to proceeds of a criminal act, etc., Seland Rödl is required to inform the Norwegian National Authority for Investigation and Prosecution of Economic and Environmental Crime (ØKOKRIM) without notifying the Client or third parties.

Otherwise, upon establishing an engagement, we will issue a written Engagement Letter identifying the assignment (“Engagement Letter”). Such written confirmation will not be issued for smaller matters if preparing it would be disproportionate to the nature of the assignment, particularly where the assignment concludes at the time of the initial inquiry.

3. Execution of the Engagement‍

The more clearly the matter is clarified and prepared from the Client’s side, the more efficiently we can work. This will affect both the legal fees and possibly the outcome of the matter.

All communications to and from the opposing party will normally be managed by us. The Client must notify us immediately of any direct contact from the opposing party or their lawyer. The Client will receive copies of all relevant correspondence sent from or received by our office in the case. These should be retained, as subsequent copying may incur additional costs charged to the Client.

Each engagement is assigned a responsible attorney. This responsible attorney is named in the Engagement Letter and in our correspondence (email or letter). All work is carried out under the supervision of the responsible attorney, who ensures that the work is performed satisfactorily. The responsible attorney may decide that parts of the engagement should be handled by other partners or employees if that is more appropriate or cost-effective.

The description of the assignment is set out in the Engagement Letter, supplemented by any other oral or written correspondence. In the event of a significant change to the scope of the engagement, the Client will receive an updated Engagement Letter.

The engagement concludes when the tasks described in the Engagement Letter are completed. Once the assignment described in the Engagement Letter is completed, Seland Rödl has no duty to undertake any further follow-up on the Client’s behalf. The Client may engage Seland Rödl for new matters, which will be confirmed by a new Engagement Letter.

4. Fees‍

As a general rule, engagements are billed based on our fixed hourly rates and actual time spent. Other billing methods—such as a fixed fee or a discretionary fee determined after a holistic assessment of all relevant factors—must be agreed upon separately.

The minimum billing unit is 15 minutes, starting from the time of the first consultation.

When setting the final fee, we also exercise discretion, taking into account the nature and complexity of the work, the outcome of the case, and the efficiency with which the assignment was completed in light of the lawyer’s experience and specialized expertise. The fee must be reasonable in relation to the assignment and the work performed by the lawyer and other firm personnel.

The Client is responsible for court fees, costs for expert witnesses, and other expenses incurred during litigation. The Client may also be liable for the opposing party’s legal costs if such costs are awarded. Legal costs are often, but not always, charged to the party that does not prevail.

Seland Rödl’s fee claim against the Client is not limited by any reduced reimbursement of costs awarded to the Client by a court or the opposing party.

Statutory limitations on the Client’s right to claim reimbursement of legal costs from the opposing party do not limit Seland Rödl’s fee claim against the Client. Such limitations are stipulated, among other places, for matters before the Conciliation Board (forliksrådet) and in small claims proceedings.

Seland Rödl reserves the right to review its fees and other rates annually. Adjusted rates will apply from the effective date of the adjustment and will also apply to ongoing engagements. Hourly rates for individual employees may be adjusted during the year if their position changes.

5. Invoicing and Payment

The time spent, fees, and any direct expenses are normally invoiced on an ongoing basis, at least once a month.

Large expenses will typically be billed immediately after they are incurred.

All invoices are due within 10 days. In the event of late payment:

a) We may charge interest on overdue amounts in accordance with the Norwegian Act on Overdue Payments (forsinkelsesrenteloven).

b) We may suspend further work on the Client’s behalf, both in this matter and in any other matters.

c) We may exercise a right of retention over case documents, records, and files, etc.

Seland Rödl reserves the right to set off any claim against funds held or received on the Client’s behalf, including any client account funds.

Invoices include a detailed statement of work performed and expenses incurred.

6. Expenses‍

Direct costs incurred in the matter—such as current fees, expert opinions, and travel, lodging, and meals associated with performing the assignment—will be charged to the Client in addition to legal fees. The same applies to expenses for copying, postage, courier services, and similar costs.

Expenses for which the Client is liable must be discussed with the Client before they are incurred, unless they are mentioned in the Engagement Letter or are necessary to protect the Client’s interests and the Client’s consent could not be obtained beforehand. The onward invoicing of expenses may be subject to value-added tax (VAT).

7. Free Legal Aid‍

Under the Norwegian Legal Aid Act (Rettshjelpsloven), individuals may be entitled to state-funded legal assistance for certain types of cases.

From January 1, 2023, the income threshold for legal aid has been raised. The income limit for single individuals is now NOK 350,000, and for spouses or cohabiting partners, NOK 540,000. The asset threshold has been raised to NOK 150,000.
In certain circumstances, the County Governor (Fylkesmannen/Statsforvalteren) may grant exceptions to these limits. For more information about free legal aid, please contact the County Governor or our office. If you believe free legal aid may be applicable to your case, please let us know as soon as possible so we can clarify your eligibility.

8. Legal Expenses Insurance‍

The Client is encouraged to determine whether any legal expenses insurance coverage applies under existing insurance policies (personal or collective).

Our work will be billed to the Client according to our agreed-upon fee calculation principles. The Client may be entitled to claim coverage under the insurance policy, subject to the terms of that policy, except for any deductible.

The Client is responsible for any deductible or any difference between our fee claim and what the insurance policy covers.

9. Client’s Breach‍

If the Client fails to pay an invoice for more than 14 days and the outstanding amount is not insignificant, Seland Rödl may suspend further work on the assignment, unless the Client would suffer a disproportionate loss of rights by such suspension. The Client will receive written notice of any suspension, along with information about any deadlines that may be jeopardized by the suspension.If the Client does not pay the outstanding amount within 14 days after notice of suspension has been sent, Seland Rödl may withdraw from the engagement. The Client will be notified in writing of the withdrawal.Seland Rödl may also withdraw from the engagement if:The provisions regarding payment default also apply if another company in the same corporate group as the Client fails to pay its invoices as described above.

we receive incorrect or incomplete information;

• the Client refuses to follow our legal advice;
• the Client fails to pay a requested retainer or provide security for fees and expenses;
• the Client fails to pay an interim invoice for completed work and/or accrued expenses upon request;
• the Client causes or contributes to the publication of information contrary to our recommendation against such publication; or
• circumstances arise that make it unreasonable to require us to continue the engagement.

10. Liability‍

Seland Rödl, its partners, and its employees are liable under ordinary principles of professional liability for lawyers, and are covered by the mandatory professional indemnity insurance required for practicing law, without geographic limitation. The liability of Seland Rödl, its partners, and its employees is, however, restricted.

If an established and documented error by Seland Rödl and/or the responsible lawyer causes the Client a verifiable direct financial loss, any liability of Seland Rödl and/or the responsible lawyer is in any event limited to the amount covered by our professional liability insurance at the relevant time. Seland Rödl and/or the responsible lawyer are not liable for indirect losses, including lost profits and consequential damages.

Seland Rödl, its partners, and employees are not liable for errors committed by advisers to whom Seland Rödl refers the Client, nor for subcontractors engaged to perform parts of the assignment by agreement with the Client.

Seland Rödl, its partners, and employees are not liable for losses resulting from the case outcome differing from our assessment of the possible result.

Seland Rödl, its partners, and employees are not liable for the loss of managed Client funds in the event of insolvency or other issues arising on the part of the bank. Please note that the Norwegian Banks’ Guarantee Fund only guarantees deposits of up to NOK 2 million per depositor (the law firm) per bank. Seland Rödl will only take measures to increase the level of deposit protection for the Client’s funds if specifically agreed.

Nothing in this section alters the allocation of responsibility or the personal limitation of liability resulting from Seland Rödl’s designation of a responsible attorney for each assignment, pursuant to Section 232 of the Courts of Justice Act (domstolloven).

Under the firm’s partnership agreement, the partners do not bear personal liability for any claim the firm may incur in the course of its legal practice, provided at least one of the firm’s lawyers is jointly liable with the firm under Sections 232 (1)–(4) of the Courts of Justice Act.

11. Information Handling‍

Lawyers are subject to confidentiality and professional secrecy for all information received in a case, with the exceptions provided by law (for example, in the Anti-Money Laundering Act). All employees in the firm are authorized to access relevant information insofar as permitted by confidentiality obligations and have signed written confidentiality agreements.

To the extent necessary for performing the engagement, Seland Rödl will process personal data—potentially including special categories of personal data—pursuant to the Personal Data Act (personopplysningsloven) and other applicable regulations. Other parties, such as opposing parties, courts, and public authorities, will only receive such data if it is necessary for the assignment. The Client has the right to access and obtain information about the processed data, as well as to request the correction of incomplete information.

The data controller under the Personal Data Act is Seland Rödl, represented by its Managing Director. For questions regarding our processing of personal data, please contact the responsible attorney. You can also refer to our Privacy Statement, available here: Privacy Policy.

Please note that electronic communication (including email) is generally subject to vulnerabilities that may allow unauthorized parties to access the communication under certain conditions. Where confidentiality is critical, additional security measures (including encryption and redaction) may be used to prevent unauthorized access. Unless otherwise stated in the Engagement Letter or specifically notified in writing, both parties accept the use of unsecured email for general correspondence.

When the engagement concludes, any original documents in the case will be returned to the Client or destroyed according to further agreement. Seland Rödl is required by law to store certain documents and information after the conclusion of the engagement. We may also retain copies of other case documents after the assignment is finished, to the extent permitted by law. Copies may be provided upon request against a fee.

12. Copyright‍

Unless expressly agreed otherwise, Seland Rödl retains all rights—including copyrights—to all materials produced by Seland Rödl, whether in paper or electronic form, whether created prior to or in connection with a specific assignment. Nonetheless, the Client may use such materials for its own purposes, within the scope of the assignment.

13. Complaints‍

If the Client is dissatisfied with how the engagement is handled or the calculation of fees, the Client is encouraged to raise this matter with the responsible attorney or the Managing Director without delay. Seland Rödl will promptly review the issues raised.

The Client may also request an assessment of whether the engagement has been carried out in accordance with the Code of Conduct for Lawyers (god advokatskikk).

The Client may file a complaint if dissatisfied with the size of the fee. As a general rule, the Disciplinary Bodies (disiplinærorganene) do not assess the quality of the legal services, only whether the fee is reasonable.

The normal deadline for filing a complaint is six months from when the complainant became, or should have become, aware of the circumstances on which the complaint is based. Complaints are handled by the Disciplinary Committee of the Norwegian Bar Association, whose decisions may be appealed to the Disciplinary Board (Disiplinærnemnden).

The Code of Conduct for Lawyers and information on the complaint procedures can be found on the Norwegian Bar Association’s website: www.advokatforeningen.no

14. Choice of Law and Dispute Resolution‍

Seland Rödl will strive to resolve conflicts amicably. If an amicable solution cannot be reached, any dispute shall be resolved by the ordinary courts, with Oslo District Court as the agreed venue.

Any dispute related to this engagement shall be decided in accordance with Norwegian law.

15. Revisions to the Terms of Engagement‍

These general terms are normally revised annually and otherwise when needed. Changes that would adversely affect the Client and are not required by mandatory legislation will only take effect one month after notice of such changes is provided.