Scope of application
These terms of business (the "Terms of Business") together with the letter of agreement ("Letter of Agreement") sent by inforevision statsautoriseret revisionsaktieselskab ("inforevision") or the offer accepted by the customer (the "Offer") as well as any concluded "Data Processing Agreement" constitute the entire basis of agreement between the customer and inforevision regarding the services inforevision provides to the customer and apply to all agreements between the customer and inforevision, unless otherwise specifically agreed in writing between the parties. The agreement can only be amended in writing by agreement between the customer and inforevision. In the event of any discrepancy between the Terms of Business and the Letter of Agreement/Offer, the Letter of Agreement/Offer shall prevail over the Terms of Business. In the event of a discrepancy between the Terms of Business and any Data Processing Agreement, the Data Processing Agreement shall prevail.
inforevision referred to in the Terms of Business includes inforevision, its partners and employees.
The state-authorized public accountants in inforevision are all appointed by the Danish Business Authority and are members of FSR Danish Auditors. inforevision complies with the International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants (IESBA Code) and the additional ethical requirements applicable in Denmark and strives to perform all our tasks in accordance with good accounting practice.
inforevision is a member of Moore Global Network Limited ("MGNL") which is a UK limited liability company that does not provide audit or other professional services to clients. Such services are provided solely by member firms of MGNL in their respective geographical areas. MGNL and its member firms are legally independent and autonomous entities owned and operated in each location. All services covered by the Terms of Business and the Letter of Agreement/Offer are provided by inforevision and not by MGNL or other members of MGNL. Neither MGNL nor any other member of MGNL has any responsibility for services provided by other members.
Collaboration and execution of the task
inforevision performs the assignment in accordance with the Letter of Agreement/Offer and the customer's written and express instructions accepted in writing by inforevision (the "Assignment"). This applies correspondingly to additional work that inforevision performs in connection with a change in the scope of the Assignment, which is also covered by the agreement between the customer and inforevision and the terms herein, subject to a change in fee and schedule.
inforevision will endeavor to perform the Assignment in accordance with the agreed schedule. Unless otherwise expressly agreed in writing, any dates and schedules are for planning purposes only and are thus indicative and not binding.
The Customer must cooperate with inforevision on the solution of the Task, including timely arranging for inforevision to have access to the information, materials and resources necessary for the Task.
inforevision is not obliged to subsequently update recommendations, conclusions, reports, presentations or other products that have been finally handed over or communicated to the customer.
inforevision will at its own discretion put together the team of employees or partners that inforevision deems best suited to solve the Assignment.
Inforevision is entitled to use subcontractors.
Special conditions for accounting assistance, business services and interim assignments
Unless otherwise accepted in writing by inforevision, the customer has instruction and control responsibility towards inforevision and the Task. It is thus the customer's responsibility to instruct, follow up on and continuously and regularly check the work performed by inforevision. If inforevision has not assumed such instruction and control responsibility by express written acceptance, inforevision assumes no liability in this regard.
If inforevision has assumed an instruction and control responsibility in writing, this in no way limits the customer's responsibility to comply with applicable accounting, tax and duty legislation.
No power of attorney, access to liquid assets or other authorization that may have financial consequences for the customer or otherwise in case of error or abuse may be granted to inforevision. If such a power of attorney, access or authorization is granted to inforevision and the customer suffers a loss as a direct or indirect consequence thereof, inforevision assumes no liability for this.
Inforevision provides assistance in connection with preparation for payments in the bank, but the Customer must always approve that the amounts in question are to be paid/transferred and that the recipient is correct. Inforevision does not accept responsibility for the payment of invoices or similar that should not have been paid.
The Letter of Agreement/Offer contains a concrete description of the content of the agreed work tasks and the division of responsibilities between the customer and inforevision.
Confidentiality and professional secrecy
inforevision and the customer are mutually obliged to treat all information received from the other party or received about the other party in connection with the performance of the Task as confidential.
However, the confidentiality obligations in this section do not apply to information that (i) is publicly available, (ii) is already known to the receiving party, (iii) is intended for disclosure, including by consent of the disclosing party, (iv) is disclosed to another advisor subject to the same confidentiality obligation, or (v) is required to be disclosed by applicable law or regulatory decision.
It is the responsibility of inforevision and the customer, respectively, to ensure that all employees, business partners, etc. are made aware of the confidentiality obligations in this section and that these are complied with.
inforevision is subject to the rules of the Anti-Money Laundering Act and the Personal Data Act, and must, among other things, obtain and store identity information on the customer. inforevision does not, in violation of the Personal Data Act, disclose the customer's personal data to third parties without the customer's consent. Inforevision is entitled to use third parties to collect and store the information obtained. Inforevision currently uses Creditro for this task.
All partners and employees of inforevision are bound by confidentiality regarding customer matters, and as part of inforevision's internal quality management policy, security procedures have been established for handling confidential material.
Electronic communication
Unless otherwise agreed, communication of documents and messages relating to the Assignment may be made electronically.
inforevision has strict internal procedures for IT usage, including exchange of data and software, regular backup and use of updated antivirus software.
inforevision does not guarantee that confidentiality can be maintained by electronic communication, including in the form of e-mails or similar, and assumes no liability if confidentiality is breached and inforevision has acted with due diligence.
When sending e-mails or communicating via other media, inforevision assumes no responsibility for whether e-mails or other data media from inforevision may contain viruses or otherwise cause problems in the customer's IT systems. Data may be destroyed and delivery of data may be delayed or completely prevented. Both parties are responsible for protecting their own systems and interests against computer viruses and the like, including against accidental access to the systems.
inforevision is not liable to the customer for any loss or damage that may arise as a result of inforevision's use of the Internet, the customer's network, programs, electronic data or other systems.
Disclosure of services or products and intellectual property rights
The Customer is only entitled to use the product delivered pursuant to the Letter of Agreement/Offer primarily for its own use and for the purpose stated in the Letter of Agreement/Offer. However, the right of use does not include any models and methods and the like used in connection with the performance of the service and which belong to inforevision.
The service or product is delivered to the customer for internal use and may not be disclosed to third parties without inforevision's written consent, unless Danish law or legal decision requires such disclosure.
Unless otherwise expressly agreed in writing, any intellectual property rights belonging to inforevision or developed by inforevision in connection with the Assignment shall be retained by inforevision, regardless of whether this is handed over to the customer in connection with the performance of the Assignment.
The customer must also obtain inforevision's prior written approval if the annual report is to be published in extracts or in a form that deviates from that which inforevision has provided with an auditor's report, as the Danish Financial Statements Act contains special rules on this. inforevision assumes no responsibility for the customer's possible own use of the material provided, unless a
material, unless a separate agreement is made on inforevision's assistance with the processing of the material and inforevision's liability in this connection.
Marketing and marketing
Inforevision may, with the customer's consent, in connection with its marketing, including when submitting offers, presentations or
training, refer to the customer and the Assignment using the customer's name and logo when the Assignment is completed.
Storage of material
Working papers and other documentation, including both electronic and physical working papers provided as part of the performance of the Assignment, belong solely to inforevision. Such documentation will generally be deleted or shredded after 5 years of storage, unless special legislation requires longer storage periods.
If inforevision finds it appropriate to hand over material or files to the customer, this is done on the condition that the customer only uses the material for their own use and does not disclose it to third parties.
Fees, expenses and payment terms
Fees for inforevision's services are calculated in accordance with the terms stated in the Letter of Agreement/Offer.
In the absence of a separate agreement on the calculation of fees, inforevision's fee will be calculated on the basis of time spent and the hourly rates set for the various employee categories at any given time, also taking into account the reasonableness of the work effort.
For particularly resource-intensive tasks, including tasks that require particularly short deadlines, hourly rates can be increased by up to 50%.
Any fee estimates provided are given on a best estimate basis but are not binding on inforevision unless this is specifically stated in the Agreement Letter/Offer. If it becomes apparent that the fee will significantly exceed the communicated estimate, inforevision will inform the customer accordingly.
inforevision adjusts the hourly rates every January 1st.
When establishing the customer relationship and annually thereafter, a fee is charged for the KYC process. The fee is used to cover inforevision's payment for third-party verification and administration in connection with the Money Laundering Act. The start-up fee and annual fee are stated in the agreement letter.
In addition to the fee and the above fee, inforevision will invoice the customer for expenses, travel costs, etc. reasonably incurred by inforevision in connection with the performance of the Task.
Invoices will usually be sent as the Assignment is performed, and the invoice will be specified on the work tasks inforevision has been involved in.
Invoices are usually issued once a month. Payment terms are net cash eight (8) days. In the event of late payment, default interest is added in accordance with the provisions of the Interest Act, just as the customer is required to pay a reminder fee of DKK 100.00 when a reminder is sent from inforevision.
If the customer disagrees with an invoice issued by inforevision, the customer must make inforevision aware of this before the expiry of the invoice payment deadline and no later than 30 days from the invoice date, otherwise the customer cannot object to the invoice.
inforevision may, depending on the circumstances, request the customer to pay the fee in advance.
Other conditions
If the customer hires or otherwise employs Inforevision's employees during the term of the agreement or for a period of 3 months after its termination, the customer must pay Inforevision compensation corresponding to 3 (three) months' salary costs for Inforevision regarding the employee in question to cover Inforevision's expenses for education, training etc. However, this only applies to employees who have worked for the customer for 40 hours or more within the last 3 (three) months prior to termination of their employment with Inforevision.
Most of inforevision's employees have signed a customer clause, which means that for a certain period of time from their resignation, the employee may not take employment with or provide assistance to inforevision's customers.
If the customer hands out keys, ID cards, access cards, passwords and codes of various kinds, etc. to one of inforevision's employees, it is the customer's responsibility, when the contractual relationship between the customer and inforevision ends or when a specific task ends, to ensure that the handed out material is returned and that passwords and codes are changed where required. The customer is also responsible for ensuring that inforevision's employees sign for the receipt and delivery of delivered material.
The physical working conditions at the customer must at all times comply with applicable legislation and instructions for workplace design and working environment etc.
Insurance solutions
inforevision has taken out auditor liability and guarantee insurance with CNA Hardy.
Limitation of liability for consultancy and similar services
inforevision is responsible for the delivery of the Assignment as defined in the Agreement Letter/Tender in accordance with the general rules of Danish law with the limitations that follow from this section.
inforevision is only responsible for advice provided specifically in accordance with a defined task. inforevision thus assumes no responsibility for general advice, whether this originates from inforevision's website, brochures, lectures or other general advice.
The customer is responsible for ensuring that all information made available to inforevision is correct, accurate and not misleading, and inforevision is not liable for any loss caused directly or indirectly by incomplete, erroneous or misleading information received from the customer or obtained by inforevision, including publicly available information. It is not inforevision's responsibility to verify such information.
inforevision's liability can under no circumstances exceed three times the anticipated fee in connection with the performance of the Task and never more than a total of DKK 2,500,000.00 per customer and task.
In the case of transactional tasks, inforevision will send a separate letter of agreement/offer. If the customer receives such a letter of agreement/offer for transactional tasks, the limitations of liability in that letter of agreement/offer shall apply before the limitations of liability in this section in the event of a discrepancy.
If other limitations of the total liability are agreed, this will be stated in the Letter of Agreement/Offer.
irrespective of the above, inforevision is never liable for indirect loss or consequential damage, including operating loss, loss of goodwill, profit, loss of profit, loss of profit, restoration of data, loss of data, faulty data, increased internal work effort and related costs, consequential loss, consequential damage, including if these occur as a result of services provided, delivered software or software adjustment. inforevision cannot be held liable for claims that may arise as a result of false, misleading or incomplete information, data or documentation that is provided by others than inforevision.
inforevision is not responsible for products handed over in draft form.
The above limitations of liability shall apply regardless of whether inforevision has acted negligently or grossly negligent, but not if the act or omission giving rise to liability is intentional.
Disputes
In case of dissatisfaction with inforevision's services or the performance of the Assignment in general, the customer may at any time contact the responsible partner or inforevision's CEO.
inforevision is subject to the Code of Ethics applicable to accountants as issued by the International Ethics Standards Board for Accountants (IESBA Code) and the additional ethical requirements applicable in Denmark. The client may bring inquiries about our services and the calculated fee to the FSR Danish Auditors' Responsum Committee.
Disputes arising from the Agreement Letter, including disputes about the service provided by inforevision and about the existence of a contractual relationship between the customer and inforevision, shall be dealt with under Danish law and by the ordinary Danish courts.
Entry into force and termination
The Terms of Business in force from time to time, as amended from time to time by inforevision, shall apply.
If the agreed service is audited, the contractual relationship may be terminated in accordance with the applicable rules.
For other services, the contractual relationship may be terminated with one month's notice. However, the contractual relationship may be terminated without notice by inforevision if payment of the agreed fee to inforevision is delayed by more than one month.