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General
Fees include normal office overheads but exclude items directly attributable to the Engagement, such as reprographic costs for reports, and any other such expenses, which will be charged at cost. Travel, hotel, and other subsistence expenses associated with traveling to the VC Firm’s premises, or for meetings with the VC Firm, or with potential parties to an investment with the VC Firm, or for other purposes associated with carrying out the engagement, will be charged additionally, at cost. They will be invoiced periodically or as incurred. These expenses shall be approved by the VC Firm should they exceed DKK 500.
Also excluded from the Advisor’s fees are accountants’, auditors’, legal, and other professional advisers’ fees associated with the preparation for and execution of any investment. These are the responsibility of the VC Firm.
The Advisor may commission additional work for the VC Firm, or additional work associated with the engagement when this is agreed in writing (which includes e-mail) and will pass on charges at cost. Where additional work comprises the provision of independent legal advice to the Advisor in conjunction with the engagement, such agreement shall not be unreasonably withheld. The Advisor may request payment in advance for externally commissioned work.
The VC Firm acknowledges that it is not relying on the advice of the Advisor for tax, legal, or accounting matters, it is seeking and will rely on the advice of its own professionals and advisors for such matters and it will make an independent analysis and decision regarding any investment based upon such advice. The VC Firm acknowledges that the Advisor has been retained solely as an adviser to the VC Firm, and not as an adviser to or agent of any other person, and the VC Firm’s engagement of the Advisor is as an independent contractor and not in any other capacity including as a fiduciary. The VC Firm is responsible for the accuracy of all information supplied to the Advisor, including the accuracy of any commercial assumptions that may influence advice supplied by the Advisor.
The Advisor has the right to suspend or terminate activity and/or terminate the Engagement with immediate effect if the VC Firm has suspended its payments, goes into liquidation, becomes insolvent, is declared bankrupt, goes into administration, or files for protection from creditors. In such circumstances, the Advisor may immediately invoice for all fees and expenses due.TaxesAll quotations and fee amounts specified are exclusive of VAT, sales, or any applicable taxes.
Amounts payable to the Advisor will include any applicable taxes. VAT will apply to any retainers in full. VAT will apply to the success fee to the extent that VAT will be charged on
25% of the entire remuneration.Payment TermsPayment is due 15 business days from receipt of invoice unless otherwise specified in the Engagement Letter.ConfidentialityThe Advisor will exercise normal good practice in maintaining the confidentiality of material supplied in confidence by the VC Firm. The Advisor will enter into a Non-Disclosure Agreement (NDA) to further specify this responsibility if required.Execution of work and time period of EngagementAll work related to or in support of investments is carried out strictly on a “best efforts” basis. There will be reasonable extension of delivery times and reasonable extension of any time period specified in the Engagement if a delay occurs owing to failure by the VC Firm promptly to provide the Advisor with such information and materials as are necessary to carry out the engagement, or if the VC Firm requests or agrees to any delay in the process of the Engagement. Indemnity and Liability The VC Firm agrees to ensure that no claim is made by it or any of its associates against the Advisor or any member, director, officer, employee, or agent of the Advisor (each an “Indemnified Person”) to recover, and agrees each Indemnified Person shall not have any liability for, any direct or indirect damage, loss, cost, charge, liability or expense of any nature howsoever caused in any jurisdiction (including legal fees) (a “Loss”) which the VC Firm or any of its associates may suffer or incur as a result of an Indemnified Person’s performance of the services under this Engagement, provided that nothing in this Engagement Letter shall be taken to exclude any Loss to the extent that such Loss is judicially determined by a court of competent jurisdiction or binding arbitration to be the result of the fraud, gross negligence or willful default of such Indemnified Person. The Advisor is not liable for damage. Any liability of the Advisor is limited to the total fees paid. The Advisor is under no circumstances liable for indirect consequential or similar damages or losses such as loss of income or goodwill, or similar.Without prejudice to any claim the VC Firm may have against the Advisor, no proceedings may be taken against any member, director, officer, employee, or agent of the Advisor or any of its affiliates in respect of any claim the VC Firm may have against the Advisor or any of its affiliates.
Last update 1/8/2024