Terms & Conditions
ARCLINE ADVOKATFIRMA AS – TERMS OF ENGAGEMENT
Version dated: 25.08.25
1 OVERVIEW
1.1 Arcline Advokatfirma AS ("Arcline") will safeguard the client's interests to the best of its ability. Assignments will be carried out in accordance with the engagement confirmation, these Terms of Engagement, the Norwegian Courts of Justice Act, its appurtenant regulations, and the Norwegian Bar Association’s Code of Conduct. Other terms may apply where expressly agreed in our correspondence, due diligence reports, legal opinions, or other documents.
1.2 These Terms of Engagement will be provided to our client (the "Client") and shall be deemed accepted unless the client, within a reasonable time, indicates to the responsible attorney that the terms are not accepted. In such a case, we reserve the right to terminate the assignment.
2 THE ENGAGEMENT
2.1 Arcline Advokatfirma AS provides legal services related to its legal practice until the engagement has been terminated by either party (the "Engagement"). Pamir Ehsas shall be the responsible attorney for the legal aspects of the assignment.
2.2 The Engagement includes legal assistance or documents (the "Service") across the following areas:
2.2.1 Sales and contracts: Assistance with all agreements that may hinder sales and growth processes, including distribution agreements, NDAs, partnership agreements, supplier agreements, etc.
2.2.2 Employment: Assistance with drafting employment and termination agreements and addressing questions regarding hiring, dismissals, and incentive schemes. Secure processes, updated templates, and concrete advice are provided when urgency arises.
2.2.3 Corporate: Assistance with preparing corporate legal documents and facilitating investment rounds, from term sheet to closing.
2.2.4 Technology: Assistance with privacy (GDPR), data processing agreements, IT contracts, standard terms, and IP issues.
2.3 The scope of each assignment may be modified, expanded, or reduced during the assignment based on instructions received from the Client, how the assignment develops, other external circumstances, etc. If the parties wish to agree that the assignment should be of substantially different nature or scope than what is outlined in the Engagement Agreement, a new Engagement Agreement shall be prepared or agreed upon in writing otherwise. If the assignment changes in relation to the assignment description, we have the right to adjust the fee according to the prices applicable at that time.
2.4 Arcline provides legal services solely under Norwegian law. Any views we may share on non-Norwegian legal matters are for general background based on our experience, do not constitute legal advice, and must not be relied upon.
2.5 Our services and deliveries are intended solely for the purpose specified in the Engagement Agreement or subsequent agreements between us and the Client.
3 SCOPE AND LIMITATIONS OF SERVICES
3.1 The Client acknowledges and accepts that Arcline is not engaged as a full-service law firm for all types of legal matters. The services offered under this Engagement are limited to specific, predefined use cases and do not constitute comprehensive or holistic legal advice.
3.2 The services are provided at a reduced cost as they are enabled by technology and standardized processes. The Client understands that this arrangement is of an early-stage and innovative nature, whereby they are trialing a new form of legal service delivery. Arcline’s role is primarily to provide and adapt templates and to review documents in respect of defined scenarios. Arcline does not undertake to proactively identify all potential legal issues, risks, or alternative approaches outside the agreed scope.
3.3 The services rely heavily on the accuracy and completeness of the information provided by the Client. Arcline disclaims any liability arising from errors, omissions, or misrepresentations in the information submitted by the Client, or from assumptions reasonably made in reliance upon such information.
3.4 The scope, availability, and methodology of the services may evolve over time. Arcline accepts no liability for any changes in the manner or scope of the services, nor for any claims, losses, or damages arising from the Client’s use of the services beyond the expressly agreed purpose.
3.5 To the maximum extent permitted by applicable law, Arcline shall not be liable for any indirect, consequential, special, or punitive damages arising out of or in connection with the services provided under this Engagement.
4 CONFLICT OF INTEREST
4.1.1 In the event of a conflict of interest, we may be prohibited from providing assistance to the Client. A conflict of interest may arise when our obligations to another client or our own interests interfere with our ability to provide impartial and objective services to the Client. Should such a situation occur, we will promptly notify the Client and take necessary measures to resolve the conflict, including potentially withdrawing from the assignment if the conflict cannot be adequately managed.
5 CLIENT IDENTIFICATION
5.1 Before commencing any engagement, Arcline is legally required to collect and verify information regarding the Client’s identity and ownership structure, the purpose and intended nature of the engagement, and the source of funds and/or assets involved. The Client must, upon request, provide documentation evidencing its own identity and that of any person acting on its behalf, including ultimate beneficial owners.
5.2 Arcline will verify such information and may obtain confirmations from private and public registers and other third-party sources. Arcline is obligated to retain all information and documentation collected to the extent and for the duration required by applicable law.
5.3 If Arcline suspects money laundering or terrorist financing, Arcline shall report its suspicions to the competent authority without notifying the Client (the statutory “tipping-off” prohibition) and, in such circumstances, shall decline or withdraw from the engagement.
5.4 Arcline may be legally required to provide tax authorities with information about the Client’s VAT number and the value of services supplied.
5.5 The Client shall cooperate fully and promptly with Arcline’s requests made to comply with mandatory legal obligations. Arcline may suspend performance or refuse to commence or continue the engagement until satisfactory information is received, and may terminate the engagement where provision or verification of such information is refused or not possible.
5.6 To the fullest extent permitted by law, Arcline disclaims and shall not be liable for any loss or damage the Client may suffer arising from Arcline’s compliance with non-derogable legal requirements described in this clause.
6 PAYMENT
6.1 Unless otherwise agreed in writing, the fees applicable to the Client are those published on Arcline’s website at the time the services are acquired.
6.2 Arcline offers both fixed-price services for specific matters (e.g., company establishment, product launch, or other defined projects) and subscription-based services covering certain type of legal assistance. Fixed-price services are payable in advance as a one-time fee. Subscription services are invoiced periodically (e.g., monthly) in accordance with the plan selected by the Client and may include limits or conditions as specified on Arcline’s website.
6.3 Any work falling outside the scope of the chosen plan or fixed-price engagement may be billed separately in accordance with the applicable rates.
6.4 Taxes and Expenses. All amounts are exclusive of VAT and applicable taxes, which will be added as required by law. Out-of-pocket expenses (e.g., filing fees, couriers, translations) are billed at cost with the Client’s prior approval where practicable.
6.5 Invoicing and Payment. Monthly plans are invoiced monthly in advance (overages in arrears). Payment is due within fourteen (14) days of invoice date. Starter Plan is invoiced and due upon engagement. Arcline may suspend work for overdue accounts.
6.6 Rate Changes. Arcline may adjust fees and rates upon thirty (30) days’ written notice; changes take effect on the next billing cycle.
6.7 Disputed Amounts. The Client must notify Arcline in writing of any bona fide dispute within ten (10) days of invoice receipt; undisputed amounts remain payable when due.
6.8 Late Payment. Overdue amounts accrue statutory late payment interest under Norwegian law and may incur reasonable collection costs.
7 INTELLECTUAL PROPERTY
All intellectual property rights in documents and other work product prepared by Arcline in connection with the engagement belong to Arcline.
Information collected or processed during the engagement may be used for Arcline’s general data processing, provided Arcline removes all elements that could identify the Client, the Client’s matters, or related parties.
Upon full and timely payment of all fees and expenses, the Client receives a non-exclusive, non-transferable, royalty-free license to use the delivered results solely for the agreed purpose of the engagement; unless otherwise agreed in writing, the documents and work product may not be generally distributed or used for marketing.
8 CONFIDENTIALITY
8.1 Arcline treats all Client information as confidential in accordance with the Norwegian Bar Association’s Rules of Professional Conduct (Advokatforeningens Regler for god advokatskikk) and applicable statutory duties of confidentiality.
8.2 Unless otherwise agreed, Arcline’s lawyers may share information with personnel in the Arcline group or affiliated entities, and with third-party advisers, strictly as necessary to perform the engagement, meet legal or regulatory obligations (including AML/CTF), or manage a dispute. All recipients are bound by equivalent confidentiality obligations, and disclosures required by law may be made without further notice.
9 DOCUMENT HANDLING AND RETENTION
9.1 Arcline handles documents in both electronic and paper form and retains relevant materials and work product for such period as we consider appropriate, and never for less than the minimum required by law. The Client is expected to keep originals or copies of all communications from us; Arcline is not responsible for storing such communications on the Client’s behalf. Following completion or termination of an engagement, we may continue to store relevant documents and work product for a period suitable to the engagement type, but not shorter than any statutory minimum.
10 PRIVACY
Arcline is the controller of personal data processed in connection with the Engagement and will process it only to fulfil this Agreement and in accordance with the Norwegian Personal Data Act (and applicable EU/EEA law). If the Client provides personal data about others, the Client warrants a valid lawful basis and that any required notices have been given. Questions may be directed to the responsible counsel. For details, see Appendix 1 with Arcline’s Privacy Policy.
11 EXTERNAL ADVISORS
External Advisors In certain engagements, it may be necessary or appropriate to engage advisors outside Arcline, such as auditors or legal counsel in other jurisdictions. Should such a need arise, Arcline will consult with the Client regarding the choice of advisor. The Client shall be the principal in relation to such external advisors and will be directly liable for their fees and expenses, even if, for practical reasons, invoices are addressed to Arcline. All external advisors are themselves responsible to the Client, and Arcline accepts no liability for the services or advice rendered by such parties.
12 RIGHT TO LODGE COMPLAINTS
12.1 The Client may request an assessment of whether the engagement complies with the Code of Ethics for Norwegian lawyers and may also file a complaint regarding fees. The disciplinary bodies cannot assess the quality of the legal work performed.
12.2 Complaints must generally be submitted within six (6) months from when the Client became, or should have become, aware of the relevant circumstances. If the attorney is a member of the Norwegian Bar Association, the complaint is handled by a regional disciplinary committee with the Disciplinary Council as the appellate body. For non-members, the Disciplinary Council is the competent authority unless the attorney requests review by the Bar Association’s committee. Further details and the Code of Ethics are available at www.jus.no.
13 IDENTIFICATION CONTROL
13.1 Arcline is legally required to collect and verify Client identification and company documentation at the start and during the engagement. The Client must provide accurate, updated information and promptly report any changes. Information is stored and deleted as required by law.
13.2 If information is missing or incorrect, Arcline may terminate the engagement with immediate effect.
14 CHOICE OF LAW AND DISPUTE RESOLUTION
These Terms and the engagement are governed by Norwegian law. Any disputes shall be brought before Oslo District Court, unless Arcline chooses the Client’s domicile or another competent court.
15 CHANGES TO TERMS
Arcline may amend these Terms at any time with immediate effect. The applicable version is available at www.arcline.no.
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