STANDARD DELIVERY TERMS FOR ACCOUNTING ASSIGNMENTS

Obligations of the party

Content of the assignment The accounting firm must deliver the services regulated in the commission agreement. The accounting firm’s duties The accounting firm must perform the services that follow from the assignment agreement in accordance with current legislation and good accounting practice (GRFS). Inquiries from the Customer must be answered as soon as possible. Customer’s duties The customer must loyally contribute to the Accounting Firm completing the assignment. Accounting material delivered to the Accounting Firm must be complete and relate to the business. If it is not clear from the accounting material how it is to be processed, the Customer must provide the necessary additional information without being asked. Both before and during the assignment, the customer must inform the Accounting Firm of all relevant matters, including notices and information from the public authorities that may be of importance to the assignment. The customer must as soon as possible the accounts, reports, tax notices etc. is made available, review these and alert the Accounting Firm to possible errors and deficiencies. Inquiries from the Accounting Firm must be answered as soon as possible. Communication and documentation All inquiries must be directed to the parties’ appointed representatives, cf. the assignment agreement, section 4, or employees whom they have appointed, via the agreed method of communication. Both parties must ensure proper communication, storage and backup of documents and other material, for which the party is responsible and which is relevant for the assignment. Accounting material If the assignment involves original accounting material being handed over to the Accounting Firm, the Accounting Firm is only responsible for as long as the material according to the agreement is to be with the Accounting Firm. Unless otherwise agreed, the Accounting Firm must return the Customer’s accounting material within six months of the end of the accounting year. Electronic documentation and specifications must be handed over in a generally accessible format. Recorded information that must be kept electronically available is provided at the Customer’s choice in the accounting system’s file format or standard data format for electronic accounting material (SAF-T). Other accounting material is handed over in its original medium. Original material on paper that has been scanned is only handed over electronically. After termination of the assignment, the Accounting Firm is obliged to hand over the Customer’s accounting material, cf. point 3. Reconciliation documentation is handed over at the request of the Customer. The accounting firm is entitled to a fee after the time elapsed, as well as payment to any subcontractors, for the conversion and delivery of accounting material. Unless otherwise agreed, the Customer must immediately take over the accounting material upon termination of the assignment. If the Customer has not taken over the accounting material within 90 days of written notice from the Accounting Firm, the Customer is considered to have provided the accounting material and its rights and obligations related to this. The customer is then deemed to have given consent to the fact that the accounting firm can shred and delete all accounting material, including backup copies, at the customer’s expense and risk without further notice. For the period from written notice until shredding and deletion takes place, the accounting firm can demand payment for any storage costs and license costs. Confidentiality The accounting firm’s duty of confidentiality follows from the Accountants Act. The parties must process information that they become aware of in relation to assignment confidential. The information must not be made available to outsiders without the consent of the other party. The accountancy firm is nevertheless entitled to provide information to the Customer’s auditor or other person who, according to the legislation, has personal responsibility for the Customer’s accounting. The obligation of confidentiality also applies after the agreement has ended. The accounting firm must ensure that subcontractors and assistants who assist with the assignment are subject to a corresponding duty of confidentiality.

Power of attorney for the accounting firm

The assignment manager and general manager are authorized to obtain:

• Accounting information from relevant third parties, including ledger information and bank account statements.
• Relevant information for completing public tasks, including downloading electronic data to relevant software.

In addition, when it is included as part of the assignment, the assignment manager and general manager are authorized to:

• Fill in and submit public assignments via Altinn and other submission portals for the relevant assignment agencies. This includes signing tasks on behalf of the Customer. Such a signature can only take place where the accounting firm believes that it is not contrary to good accounting practice and the firm has no reason to doubt the basis or correctness of the assignment.
• Provide ledger information to the Customer and the Customer’s suppliers.

By signing on behalf of the Customer, the authorized representative confirms that the tasks submitted correspond to registered and documented information, and that the information, as far as the authorized representative is aware, corresponds to the actual circumstances. The assignment manager and general manager have the right to delegate all matters regulated in this power of attorney to others in the Accounting Firm by written power of attorney. The customer can request a copy of the power of attorney. The authorization is valid until the assignment ends or is revoked in writing.

Property rights

The customer has ownership rights to their own submitted material. The customer also has property rights to completed and unfinished accounting material that the accountancy firm has prepared for the customer. Accounting material and other things that the Accounting Firm has prepared as part of the assignment, the Accounting Firm is obliged to hand over, unless the rules on right of retention apply. The accounting firm retains the rights to its own tools and methodology. The accounting firm can use general knowledge (know-how) from the assignment provided that this does not involve a breach of confidentiality or good business practice.

Default

What is considered a breach There is a breach if one of the parties or someone for whom it is responsible does not fulfill its obligations under the agreement and this is not due to circumstances for which the other party is responsible, or failure to deliver is due to a legal impediment to delivery (force majeure). Any mistake or misunderstanding is not necessarily a contractual breach. The assignment requires ongoing and mutual cooperation between the parties, and usual loyalty obligations between professional parties apply. Creations and error corrections are part of the collaboration and are not normally considered to be in breach. It is assumed that errors are corrected as soon as there is a basis for it. Notification and complaint in case of default A party who believes that the other party is in default must notify the other party without undue delay after the default was discovered or should have been discovered. The complaint must be in writing and must be clearly marked “complaint”, as well as state what the breach consists of and which powers of breach are invoked. The defaulter must be given a reasonable period of time to put the situation in order before default powers are implemented. Consequences of Default Right of retention In the event of the Customer’s default, the Accounting Firm can stop the work and/or exercise a right of retention in the result of the assignment until the default ceases. The accounting firm cannot exercise a right of retention in accounting material that has been received from the Customer, even if the fee for the work performed has not been paid. The same applies to accounting material prepared by the accounting firm for which the Customer has paid. The customer bears the risk of deadlines being missed as a result of his default. When the Customer’s default ceases, the Accountancy Firm may, for an additional fee, choose to carry out the assignment with increased effort or beyond normal working hours so that deadlines are limited or avoided. In the event of the Accounting Firm’s default, the Customer may withhold payment, but no more than is necessary to secure the Customer’s claims as a result of the default Correction, redelivery and other default powers In the event of default, the parties have the ordinary contractual and statutory default powers. If the accountancy firm’s delivery is defective, the accountancy firm is thus entitled to meet a demand for a price reduction, withdrawal and/or compensation with a demand for redelivery and correction. The customer must loyally contribute to this. Compensation in contract A party can claim compensation for direct losses in accordance with general contract law. Additional costs for cover purchases, losses due to additional work and other direct costs in connection with delays, shortages or other defaults are considered direct losses. Compensation for indirect losses cannot be claimed. Indirect losses include, but are not limited to, lost profits of any kind, lost savings and loss of data.

Material breach

Heaving If one party significantly defaults, the other party can cancel all or part of the agreement. Before cancellation is carried out, the canceling party must explain the default and notify that cancellation is invoked. The accounting firm is considered to have substantially breached the agreement if:

• Performance of the assignment deviates significantly from the rules that apply to the services that the accounting firm has undertaken to perform according to the assignment agreement.
• The accountancy firm’s deadline for delivery has not been met, and it has still not been delivered within a week after written notification has been received from the Customer, and the breach of the deadline is not due to conditions on the Customer’s side

The customer is considered to have substantially breached the agreement if:

• The customer has not paid the overdue fee with the addition of interest within 14 days of the Accounting Firm’s reminder.
• The accounting firm is not given the opportunity to carry out the assignment in a proper manner by providing the necessary documentation.
• The accounting firm is attempted to be required to carry out the assignment in violation of laws and regulations.

If one of the parties is unjustifiably locked out of the IT system used for the assignment, or access to the IT system is otherwise prevented, this is considered a material breach. Furthermore, it is considered a significant breach if the Customer deliberately carries out registrations etc. in the system contrary to current regulations Financial consequences of withdrawal In the event of termination, the party who terminates the agreement may be entitled to compensation. In the event of significant default by the Accounting Firm, the Customer may have the right to demand that the additional costs incurred by having to switch to a new accountant be covered. In the event of significant default by the Customer, and the Accounting Firm terminates the agreement, the Accounting Firm is entitled to compensation of at least three times the monthly accounting fee. The monthly accounting fee shall, as a general rule, be set at the average monthly fee for the last twelve months. If the fee for the following three months would be higher than the average monthly fee, this must be used as the basis for the compensation claim. Limitation of liability The accounting firm is not responsible for conditions beyond the accounting firm’s control. The accounting firm disclaims any responsibility for losses caused by the Customer or third parties. The accountancy firm is not responsible if the accounts or other mandatory reporting to the public should be submitted incorrectly or late as a result of incorrect, incomplete or delayed delivery of accounting documentation or other information from the Customer or third parties. In the case of joint use of IT systems, the Accounting Firm is not responsible for changes, additions or deletions made by the Customer in the IT system. This also includes the consequences, if this results in errors or delays in the Customer’s accounts, mandatory accounting reporting and other public duties etc. The accountancy firm also disclaims responsibility for errors or deficiencies in the IT system, communication, data security, lack of maintenance, backup copy, reconstruction or other matters not caused by the accountancy firm. Unless the accountancy firm has shown gross negligence or intent, the accountancy firm’s overall financial responsibility is limited to 10 times the annual accounting fee, up to NOK 1 million. Changes and additional information If the accountancy firm believes that the content or scope of the assignment changes after the conclusion of the agreement, this must be discussed with the customer if relevant. Changes and additional tasks must be agreed in writing. In the case of changes of minor importance, it is sufficient for the Accounting Firm to provide a one-sided written description of the change to the Customer. Insurance The accounting firm must have professional liability insurance that covers the agreed accounting assignment. Supervision The accountancy firm is subject to supervision and professional quality controls from the Norwegian Financial Supervisory Authority and industry organisations. The customer must give the accounting firm, the Norwegian Financial Supervisory Authority and the industry organization access to relevant material and full access to physical and electronic archives documenting the accounting firm’s work, including necessary access to the IT systems. Bankruptcy If debt negotiations, composition or bankruptcy are opened with the Customer, or the Customer becomes insolvent, Regnskapsforetaket has the right to terminate the agreement with immediate effect, unless otherwise provided by immutable law. Transfer of rights and obligations The accounting firm can only transfer its contractual rights and obligations with the written consent of the Customer. Consent cannot be refused without a factual reason. The right to remuneration under this agreement can nevertheless be freely transferred. Termination The parties can terminate the agreement with three months’ written notice, calculated from the first day of the month following the notification. The parties’ obligations remain unchanged during the notice period. The customer is therefore obliged to pay the agreed fee for the entire notice period. This applies regardless of whether the Customer arranges the conditions for the Accounting Firm to deliver the agreed services or not. If the Customer does not contribute to the Accounting Firm being able to deliver the agreed services within the notice period, this shall be considered a material breach and give the right to compensation according to the rules in point 5.2. The Money Laundering Act The customer is informed that the Accounting Firm is subject to the Money Laundering Act. The customer has a duty to inform Regnskapsforetaket about changes that may be of importance for the risk assessment under the Money Laundering Act. Contradiction In the event of a conflict between the Standard delivery terms and other agreements between the Customer and the Accounting Firm, other agreements shall take precedence when this is clearly stated, provided that the agreed is not contrary to law, regulations or good accounting practice (GRFS). Venue The parties’ rights and obligations under this agreement are determined in their entirety by Norwegian law. The accountancy firm’s home court is the agreed venue for all disputes between the accountancy firm and the customer.