(January 2025)

1. General

1.1 These General Terms and Conditions, the attached Engagement Letter, and its applicable appendices constitute the entire Agreement between the 8D Group and the Client. This Agreement replaces any prior agreements or proposals related to its subject matter (including non-disclosure and confidentiality agreements). Neither Party is bound by any other standard terms or conditions communicated by the other Party unless expressly agreed upon in writing.

1.2 These General Terms and Conditions apply to the extent that:

(i) no alternative terms are specified in the Engagement Letter, or

(ii) mandatory legal provisions or regulations, such as audit-related laws, override these terms. Specific provisions may not apply to statutory audit services provided by the 8D Group. In all cases, mandatory law takes precedence over this Agreement.

1.3 In case of conflicts between the documents forming the Agreement, priority will be given in the following order:

a) the Engagement Letter;

b) these General Terms and Conditions or other mutually agreed standard terms;

c) any other appendices to the Agreement.

1.4 If the 8D Group begins providing services before the Agreement is formally signed, the terms of the Agreement will apply retrospectively to the commencement of the services.

1.5 Each Party is independent, and this Agreement does not establish a partnership, joint venture, or agencyrelationship. Both Parties warrant they have the authority to enter into this Agreement.

1. Definitions

2.1 "Affiliate" means any entity directly or indirectly controlled by, under common control with, or controlling a Party. For these terms, control refers to the power to direct a company's management.

2.2 "Agreement" refers collectively to the Engagement Letter, applicable appendices, and these General Terms and Conditions.

2.3 "Client" means the entity receiving services from the 8D Group, as specified in the Engagement Letter.

2.4 "Confidential Information" means any information designated as confidential or recognized as such by its nature, including technical, financial, or commercial details.

2.5 "Deliverables" refers to outputs such as reports, advice, or documentation created by the 8D Group for the Client.

2.6 "8D Group" refers to 8D Group AS and its affiliates.

2.7 The "Engagement Letter" specifies the scope of services, deliverables, fees, and terms agreed to in writing.

2.8 "Intellectual Property Rights" include patents, copyrights, trademarks, and other proprietary rights owned by either Party.

2.9 "Party" means either the Client or the 8D Group, and "Parties" means both collectively.

2.10 "Services" refers to the work or services to be provided by the 8D Group to the Client as specified in the Agreement.

1. Provision of Services

3.1 The 8D Group agrees to provide services:

(i) professionally,

(ii) in line with industry standards, and

(iii) as outlined in the Agreement.

3.2 While the 8D Group will endeavour to meet agreed timelines, dates are estimates dependent on Client cooperation.

3.3 Personnel assigned to the project will have the necessary expertise. The Client may request replacements in cases of unsatisfactory performance.

3.4 Deliverables are for the Client's internal use and the specific purposes outlined in the Agreement. They may not be relied upon outside these contexts without written consent.

1. Client Responsibilities

4.1 Timely cooperation by the Client is essential for the successful performance of services. The Client must:

a) provide accurate and complete information,

b) implement recommendations or deliverables, and

c) designate qualified personnel to oversee the services.

4.2 The Client must promptly notify the 8D Group of changes or issues impacting services.

4.3 Deliverables are deemed accepted if no written concerns are raised within two weeks of delivery.

1. Fees, Expenses, and Payment Terms

5.1 Fees are based on time incurred, with estimates subject to change.

5.2 The Client will reimburse expenses such as travel and accommodation.

5.3 Invoices are payable within 14 days. Late payments accrue interest under applicable law.

5.4 The 8D Group may suspend services for overdue payments, excluding statutory audits.

1. Data Protection

6.1 Both Parties will comply with applicable data protection laws.

6.2 If the 8D Group is a processor for the Client, it will sign a separate Data Processing Agreement.

1. Intellectual Property

7.1 Ownership of deliverables transfers to the Client upon full payment.

7.2 Intellectual property used in service delivery remains with the original owner.

1. Limitations of Liability

8.1 The 8D Group's liability is limited to direct damages up to the fees paid for the services.

8.2 Neither Party is liable for indirect or consequential losses.

1. Confidentiality

9.1 Both Parties agree to protect Confidential Information and use it only as permitted under the Agreement.

9.2 Confidentiality obligations remain in effect for five years post-termination.