NORWAY · LEGAL
Standard Terms and Conditions
Version 08/2026 · Company reg. no. 838 070 442
Table of contents
1. Introduction and Definitions
1.1 Scope
These standard terms and conditions (the “Standard Terms”) apply to all audit and assurance services delivered by Benford Revisjon AS. Together, the Standard Terms and the individual engagement agreement (engagement letter, engagement confirmation or equivalent) constitute the “Agreement” between the parties.
The Standard Terms also apply to additional engagements and one-off services performed for you without a separate written engagement agreement having been entered into.
1.2 Definitions
In the Agreement, the following words and expressions have the meaning set out below:
“the Engagement” – the services described in the engagement agreement, and/or other services that we have in fact delivered to you.
“We”, “us”, “our” or “Benford” – Benford Revisjon AS, company registration number 838 070 442.
“You”, “your” – the client, or the clients, named in the engagement agreement.
“the Engagement Partner” – the state authorised public accountant designated in the engagement agreement as responsible for the Engagement.
“Benford Material” – material, software, templates, methodology, models, know-how and other intellectual property rights of a general nature that we have developed or acquired before, or as a result of, the Engagement.
1.3 Order of precedence
Unless the engagement agreement expressly derogates from a particular clause of the Standard Terms, the Standard Terms take precedence in the event of conflict.
1.4 Amendments to the Standard Terms
We may amend the Standard Terms. The current version is made available on our website and applies to engagements that are entered into, continued or renewed after the time of the amendment. Amendments of material significance to you will be notified in writing a reasonable time before they take effect.
2. Documents and Working Papers
2.1 Ownership
All working papers and other engagement documentation that we prepare in connection with audit and assurance engagements are our property. This applies irrespective of whether the documentation is based on material received from you.
2.2 Retention
We may retain copies of all documentation relevant to the Engagement, including documents we have received from you or on your behalf. The engagement documentation is retained for as long as the Norwegian Auditors Act (revisorloven) and its associated regulations require, and otherwise in accordance with applicable legislation and our internal guidelines.
2.3 Release
Documents belonging to us, including our working papers, are not released unless this has been specifically agreed or we are legally obliged to do so. In the event of any release, we may impose conditions, including requiring a written statement from the recipient as to the purpose of, and the limitations on, the use of the documents.
2.4 Forms, templates and software
Forms, templates, spreadsheets, databases and other software that we make available to you have been developed for specific purposes and are provided “as is”. Such material is for your internal use only and must not be distributed to third parties.
3. Confidentiality
3.1 Duty of confidentiality
We and our staff are subject to a duty of confidentiality regarding everything we learn in the course of performing the Engagement, cf. the confidentiality provisions of the Norwegian Auditors Act. The duty of confidentiality is unlimited in time and continues to apply after the Engagement has been concluded.
3.2 Permitted use of confidential information
Each party may use the other party’s confidential information only in connection with the Engagement. We may nevertheless process your confidential information for the following purposes:
performance of the Agreement, including data analysis and adaptation of the service delivery,
management and administration of the client relationship,
internal quality, independence and risk management processes, including external quality control, and
compliance with applicable law, regulation or professional standard.
We may use information in aggregated and anonymised form for internal purposes, provided that you cannot be identified.
3.3 Sharing with third parties
Your confidential information is not shared with others unless we are required to do so by law or regulation, or this follows from a requirement imposed by a supervisory authority or a professional body to which we belong. Information may nevertheless be shared with our subcontractors and data processors, provided that they are bound by a corresponding duty of confidentiality. We may also share information with your other advisers where they are involved in the delivery of the Engagement.
3.4 Group auditor and auditors of subsidiaries and associated companies
We are obliged to provide the parent company’s auditor with relevant information upon request. When auditing the annual financial statements of a subsidiary, an associated entity or a jointly controlled entity, we may, notwithstanding the duty of confidentiality, provide relevant information and release relevant documentation to the auditor of the parent entity or of the entity holding the investment in the company concerned.
3.5 Services to other clients
You accept that we may deliver services to your competitors and to other parties who may have conflicting interests, provided that we act professionally, comply with the independence requirements and do not share your confidential information.
4. Intellectual Property Rights
4.1 The final deliverable
Once the fee has been paid in full, and subject to the other provisions of the Agreement, the copyright in the final deliverable provided under the Engagement is transferred to you. Where the final deliverable has been provided bearing Benford’s logo or name, the deliverable may not be adapted or further developed while carrying that logo or name.
4.2 Benford Material
We retain all rights in Benford Material. You are granted a non-exclusive, non-transferable right to use Benford Material forming part of the delivery for internal purposes. Benford Material may not be distributed, copied, altered, further developed or made available to third parties without our prior written consent.
5. Data Protection
5.1 Processing of personal data within the Engagement
Personal data that we receive from you in connection with the Engagement is processed by us. When performing audits, other assurance engagements and agreed-upon procedures, we are the data controller for the processing. The purpose of the processing is to fulfil our obligations under the audit legislation, the anti-money laundering rules and applicable auditing and assurance standards.
5.2 The parties’ obligations on disclosure
Neither party shall disclose personal data to the other party unless the following conditions are met:
the personal data is necessary in order to perform the Agreement or to administer the parties’ business relationship,
the scope of the personal data is adequate, relevant and limited to what is necessary for the purpose concerned,
the disclosure has a lawful basis for processing, and
applicable data protection legislation is complied with, including the duty to inform the data subjects of the disclosure.
Personal data received may be processed only for the agreed purpose and in accordance with applicable data protection legislation.
5.3 Onward transfer
A party shall not transfer personal data received to a third party unless the transfer is necessary and the third party is bound by obligations that substantially correspond to the provisions of this clause 5. The restriction does not apply to transfers that are necessary in order to comply with statutory requirements or professional standards.
5.4 Client register
In order to administer our engagements, we record information about your representatives in our client register. We are the data controller for this personal data. The register typically contains name, address, telephone number, email address, place of work and position. The information may be obtained directly from you or from external sources. The purpose is to carry out risk, independence and customer due diligence checks, to administer engagements and, in certain cases, to provide information about our services.
5.5 Information to data subjects
Further information about our processing of personal data, including the rights of data subjects and retention periods, is set out in our privacy policy, which is available at www.benford.no. You are responsible for making this information known to the data subjects covered by your disclosure to us.
6. Digital Tools and Artificial Intelligence
6.1 Digital tools and cloud services
We use IT systems, including cloud-based solutions, in the planning and performance of the Engagement. Such solutions may entail your information being processed by our data processors. We enter into data processing agreements and impose requirements as to confidentiality and information security in line with clause 3 and clause 5.
6.2 Artificial intelligence
We may use tools based on artificial intelligence (“AI tools”) as part of performing the Engagement, for example for data analysis, document review, compilation of information and preparation of working documents. You consent to such use.
The following applies to the use of AI tools:
We use only solutions where your information is subject to satisfactory confidentiality and information security, and where the information is not used to train the supplier’s models.
AI tools do not replace the auditor’s professional judgement. All material forming part of our conclusion or opinion is subject to qualified human review by the engagement partner and the engagement team.
We are responsible for the delivery in the same way as if AI tools had not been used. Such use entails no limitation of our liability beyond what follows from clause 7.
We may use aggregated and anonymised information to improve our own methods and tools, provided that you cannot be identified.
If you use AI tools in preparing accounting material, documentation or statements provided to us, you are responsible for the accuracy and completeness of the content in the same way as for other material.
6.3 Access to IT systems
You grant the engagement partner and our staff permission to connect to our network via your internet connection. Both parties accept the risks inherent in this, and neither party may assert liability against the other in this connection.
In order to perform the Engagement, we may give you access to technical solutions, for example portals for document exchange or software provided as a service. Such solutions do not form part of the professional services and do not constitute advice. The rights in the solutions belong to us or to our supplier, and access entails no transfer of rights. You are granted a temporary and non-exclusive right of use, provided that the solution is used in accordance with the instructions you are given. We reserve the right to update and modify the solutions.
If your personnel are given access to our systems, you are solely responsible for:
identifying which personnel need access, and ensuring that they are familiar with the terms of that access,
reviewing and maintaining your personnel’s access rights at regular intervals,
notifying your contact person at our firm when personnel with access leave, or access is to be discontinued for other reasons, and
ensuring that your personnel encrypt confidential material uploaded to our systems.
7. Liability
7.1 Basis
We are responsible for performing the Engagement in accordance with the Agreement, the Norwegian Auditors Act and applicable auditing and assurance standards. Our liability covers only documented, direct and foreseeable losses that are an immediate consequence of the alleged error, and does not cover losses caused by circumstances on your side, including inadequate, incorrect or late information.
7.2 Losses not covered
You accept that we are not liable for:
loss or destruction of data in your IT systems,
loss of profit, goodwill, business opportunities or anticipated savings or benefits, and
indirect or consequential loss.
7.3 Limitation of liability
Our aggregate liability for any claim relating to the Engagement or the Agreement is limited to a maximum of NOK 10 million. The limitation includes interest and any liability for the persons and subcontractors referred to in clause 7.6.
The limitation of liability in this clause does not apply to statutory audits, nor where the loss has been caused intentionally or by gross negligence.
We hold the statutory security and professional indemnity insurance required by the Norwegian Auditors Act.
7.4 Liability for filings to public authorities
For filings to public authorities, such as reconciliation statements, tax returns and business specifications with attachments, VAT returns, applications for cost reimbursement, grants, tax relief and the like, you are yourselves responsible for ensuring that all information is correct and complete and otherwise meets applicable requirements. We are not liable for the tax consequences of errors in such filings. Any liability on our part is limited to finally assessed additional tax or additional duty with associated interest, and is in any event subject to the limitations in clauses 7.1 to 7.3.
7.5 Sharing of the liability cap
Where we assume liability towards more than one party, the limitation of liability in clause 7.3 is apportioned between the parties concerned. It is for those parties to agree the apportionment among themselves.
7.6 Subcontractors and claims against individuals
We may use subcontractors to perform parts of the services. We are solely responsible for the delivery of the services. You undertake to direct any claim relating to the services exclusively against Benford Revisjon AS, and where applicable against the engagement partner, and not against other staff, subcontractors or persons associated with them.
7.7 Group companies
Where services under the engagement agreement are delivered to companies in your group, you shall provide those companies with a copy of the Agreement and inform them that the delivery is governed by the Agreement. Any disagreement and any potential claim shall be handled between you and us, and other group companies shall channel such matters through you.
You undertake responsibility for ensuring that your group companies, including subsidiaries, associated companies and holding companies that are not party to the Agreement, refrain from bringing claims relating to the Agreement or the delivery against us or against the persons and entities covered by clause 7.6. This applies both while they are group companies and after the affiliation has ceased.
7.8 Drafts and oral advice
You may base decisions only on written deliverables from us that have been confirmed as final. Draft deliverables and oral advice may not be relied upon. If you need to be able to rely on an oral statement from us, you must notify us of this without undue delay, so that we can formalise the advice in writing.
8. Mediation and Time Limits for Claims
8.1 Amicable settlement
If a disagreement arises between the parties, the parties should, without being obliged to do so, attempt to resolve the disagreement through discussions, negotiations and, where appropriate, mediation before legal proceedings are commenced.
8.2 Time limit for notification of claims
Any claim against us, irrespective of its nature and basis, must be submitted in writing within 60 days after you became, or ought to have become, aware of the circumstances giving rise to the claim. In any event, the claim must be submitted no later than one year after the alleged breach occurred. The time limits apply to the extent that they do not conflict with mandatory legislation.
9. General Provisions
9.1 Electronic communication
Unless otherwise agreed in writing, communication between the parties takes place electronically. We cannot guarantee that electronic information is free from errors; the information may be altered, deleted, arrive late or otherwise be insecure. Neither party may assert liability against the other as a result of errors, defects, damage, accidents, viruses or the like arising in connection with electronic communication. Email may be rejected by our security systems, and we cannot guarantee that notice of such rejection will always be given.
9.2 Force majeure
Neither party is liable for failure to perform its obligations where this is due to circumstances beyond that party’s control, which the party could not reasonably have foreseen at the time the Agreement was entered into, and the consequences of which the party could not reasonably have avoided or overcome.
9.3 Termination and resignation
We may terminate the Agreement by written notice, provided that the termination does not conflict with the Norwegian Auditors Act or relevant professional requirements. If you do not appoint a new auditor after receiving notice, we are in any event entitled to resign and discontinue the provision of services. Resignation is notified to the Register of Business Enterprises in accordance with the rules of the Norwegian Auditors Act.
9.4 Fees on termination
On termination of the Agreement, you shall pay for all work performed and all costs incurred up to the time of termination. Where a fixed price has been agreed for the Engagement, time spent and costs incurred are invoiced at the applicable hourly rates, but never in excess of the agreed fixed price.
9.5 Multiple entities on your side
Where you consist of several legal entities, an act or omission by one entity is deemed to be an act or omission by all of them.
9.6 Assignment
Neither party may assign its rights or obligations under the Agreement without the other party’s written consent. We may nevertheless assign the Agreement to a company that takes over all or a substantial part of our business, provided that the transferee holds the necessary approval as an audit firm.
9.7 Invalidity
If a provision of the Standard Terms is held to be wholly or partly invalid or unenforceable, this does not affect the validity of the remaining provisions. The provision concerned shall, so far as possible, be replaced by a provision that gives effect to the parties’ original purpose.
9.8 Effect after termination of the Agreement
Provisions which by their nature are intended to apply also after termination of the Agreement remain binding. This includes, among others, the provisions on documents and working papers, confidentiality, intellectual property rights, data protection, liability, time limits for claims, governing law and legal venue.
10. Governing Law and Legal Venue
The Agreement, and any disagreement relating to the Agreement, whether contractual or non-contractual, is governed by and shall be interpreted in accordance with Norwegian law.
The agreed legal venue is Oslo District Court (Oslo tingrett), unless another venue is specified in the engagement agreement.