Terms of Business
1 The Engagement
1.1 These terms of business apply to and govern all services provided by BBA//Fjeldco ehf., reg. no. 610819-0950, (“BBA//Fjeldco” and “we”). These terms apply to any engagement letter issued to our clients and to all our engagements unless otherwise agreed to in writing. In the event of any discrepancies between these terms and the engagement letter the latter shall prevail.
1.2 The engagement constitutes an agreement with BBA//Fjeldco, even if it is expressly stated or implied that the services will be performed by one or more specific individuals within the firm.
1.3 The services and advice provided by BBA//Fjeldco only pertain to Icelandic law and practice. In isolated instances we may review and comment on agreements or matters subject to foreign laws and regulations. Any views expressed by BBA//Fjeldco in relation to foreign legal matters are provided for general informational purposes only and do not constitute legal advice. BBA//Fjeldco accepts no liability for any views expressed regarding foreign laws or legal practices unless such liability is explicitly agreed upon in writing.
2 Quality of Service
2.1 The primary goal of BBA//Fjeldco is to ensure delivery of services of the highest quality while adhering to the applicable professional standards and specifications. We achieve this by, among other things, clearly defining the type of work and objectives for each engagement and outlining roles and responsibilities for all team members involved. This approach aims to ensure the establishment and maintenance of quality throughout the engagement.
2.2 Designated partners oversee the engagement’s progress by consistently reviewing the work at various stages to ensure effectiveness and providing final approval for the end-product. As a collaborative firm, we tap into the expertise within the firm, with drafts continuously reviewed and the final product assessed by the responsible partners, and, if applicable, our partners specialised in the relevant field.
2.3 We aim to go beyond routine operations by treating our clients’ business as our own, and obtaining a deep understanding of and dedication to our clients’ goals. This enables us, if necessary, to explore unconventional methods to deliver value beyond the conventional scope. This is characterized by us acquiring expertise beyond mere regulatory compliance, drawing from our extensive experience in numerous transactions and advisory sessions.
3 Referrals Between Us and BBA Fjeldco lögmenn ehf. and BBA Fjeldco Limited
3.1 Subject to your informed consent, we may refer you, or specific aspects of the services, to BBA Fjeldco lögmenn ehf. or BBA Fjeldco Limited, in which case you would engage such entity directly.
3.2 By accepting these terms, you acknowledge and agree that your matter may be referred to, or handled jointly by, us and BBA Fjeldco lögmenn ehf. and/or BBA Fjeldco Limited, so that all aspects of the work can be done by suitably qualified and competent specialists in the most appropriate jurisdiction.
4 Scope of Our Work
4.1 The services and advice provided by BBA//Fjeldco are tailored to the specific circumstances of each engagement, based on the facts presented to us and the instructions received from the client. Our services do not comprise advice to any other party than the client. Accordingly, such advice shall not be relied upon in the context of any other matter, nor should it be used by others or for any purpose other than those for which it was intended.
4.2 BBA//Fjeldco assumes no liability to any party unless otherwise explicitly stated in writing. Furthermore, BBA//Fjeldco accepts no liability for any reliance that may be placed on our advice, reports and letters, should they be used by anyone other than the client or for non-intended purposes.
5 Responsibility
A partner will be designated the primary responsibility for the services provided by BBA//Fjeldco in relation to the engagement. The relevant partner will assign a team of associates and other employees to provide the resources and expertise required and to ensure the efficient and appropriate delivery of our services.
6 Fees and Disbursement
6.1 Unless otherwise agreed to, our fees will be charged according to the time we spend in providing our services, calculated on an hourly basis and based on our hourly rates from time to time. The client may request information on our hourly rates at any time.
6.2 Hourly rates apply per working hour, with a minimum time unit of 15 minutes. Travel time will be charged according to the hourly rates unless otherwise explicitly agreed to in writing.
6.3 An estimate of fees by BBA//Fjeldco is non-binding unless otherwise specifically set out in writing. Any quote or fixed fee agreed upon by BBA//Fjeldco is based on the scope of work and information provided by the client at the time of the engagement. BBA//Fjeldco reserves the right to revise the agreed fee if the scope of services materially exceeds what was initially anticipated or could reasonably have been expected at the outset of the engagement. Should such an adjustment become necessary, we will endeavour to notify the client without undue delay.
6.4 All amounts quoted are exclusive of VAT (if applicable), out-of-pocket costs (including reasonable travel and accommodation expenses if required by the engagement) and office disbursements which are charged at cost as incurred. Expenses shall be reasonable and evidenced, and reimbursed at cost, subject to a limit of EUR 500 for any single expense without prior consent.
7 Invoicing
Unless other arrangement is agreed to in writing, we invoice for our services on a monthly basis. In certain engagements, we may also accept less frequent invoicing or invoicing at the completion of an engagement. All invoices are payable within 20 days of the date of issue, unless otherwise agreed to in writing.
8 Limitation of Our Liability
8.1 The liability of BBA//Fjeldco, its partners, employees, associates, counsels and sub-contractors, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise, for any losses, damages, costs and expenses arising to the client or its associated companies (including without limitation other members of a group of companies) in respect of the engagement shall not exceed (i) ISK 650,000,000 or (ii) if our fee for the engagement is less than ISK 13,000,000, ISK 65,000,000. Nothing in this clause shall limit or exclude liability for fraud or fraudulent misrepresentation or any other liability that cannot be limited or excluded by Icelandic law.
8.2 The above paragraph outlining the limitation of our liability sets out the absolute limit of our liability under or in connection with the engagement and all other liability is expressly excluded. In particular, but without limitation, liability for increased costs or expenses, loss of profits, indirect or consequential loss including, without limitation, economic loss or failure to realise anticipated savings or benefits, is excluded.
8.3 The limitation of our liability to the amounts specified in clause 8.1 also applies to multiple claims, if these claims are caused by the same act or omission or the same type of act or omission. This applies regardless of when the damage was caused or occurred.
8.4 We are not liable for any damage arising from circumstances beyond our control that we could not reasonably have foreseen at the time of accepting the engagement and whose consequences we could not reasonably have avoided or overcome.
8.5 Our liability to the client will be reduced by any amount which may be obtained under any insurance maintained by or for the client or under any agreement or pledge of indemnity to which the client is a party or a beneficiary, provided that this is not incompatible with the insurance terms and conditions or the terms and conditions of the agreement or indemnity undertaking, and that your rights under the insurance, agreement, or indemnity undertaking are not restricted.
8.6 Any legal proceedings arising from the engagement may only be brought by either party after notifying the other party of such intention within three months from the date when the notifying party first becomes aware or ought reasonably to have become aware of the facts which give rise to the liability or alleged liability and in any event not later than the earlier of twelve months after the date of our last invoice issued for the services to which the claims refer or two years after any alleged breach of contract, negligence or other act or omission.
8.7 Where any claim against us arises from, or is connected with, any claim made against the client by a third-party (including any tax authority or other governmental or regulatory authority), we or our professional indemnity insurers shall be entitled to defend, negotiate, settle and compromise such third party claim on the client’s behalf, provided that the client is (subject to the limitations in this section 8 and any other applicable limitations) indemnified by us in respect of such third party claim.
8.8 If the client, without our prior written consent, admits liability for, settles, compromises or otherwise takes any action in relation to a third-party claim referred to in clause 8.7, we shall have no liability to the client in respect of such third party claim. If the client is reimbursed by us or our insurers in respect of any claim, the client shall, as a condition of such reimbursement, upon request transfer to us or our insurers (by way of subrogation or assignment, as applicable) any rights of recourse the client may have against any third-party in respect of the matter giving rise to the claim.
9 Communication
9.1 BBA//Fjeldco primarily communicates with clients and other parties involved in an engagement via email and telephone. By engaging in our services, the client consents to the use of email for correspondence, including the transmission of confidential information.
9.2 The client acknowledges that email communications may involve certain security risks. If the client has specific requirements regarding the method of communication, we ask that we be informed of these methods prior to the commencement of the engagement.
10 Anti-money Laundering
10.1 BBA//Fjeldco is subject to Act No. 140/2018 on Money Laundering and Financing of Terrorist Activities (the “AML Act”) and is therefore required to obtain certain information from its clients when providing certain types of services covered by the AML Act.
10.2 The information generally requested when onboarding a new client is in particular:
(a) registration information from public registers;
(b) information concerning the activities of the client;
(c) information concerning the work undertaken for a client;
(d) information concerning the client’s source of income; and
(e) information concerning the beneficial owner(s) of the client.
10.3 Following the commencement of the engagement, and provided that the service required in relation to the engagement falls under the scope of the AML Act, our compliance team will contact the client to request the necessary information. Additional information may be requested from time to time throughout the course of the engagement in order to maintain an updated register of our clients and ensure continued compliance with the AML Act.
10.4 Please note that pursuant to the AML Act, BBA//Fjeldco is obligated to notify the financial intelligence unit (the “FIU”) of any knowledge or suspicion of money laundering or terrorist financing conducted by its clients. The obligation covers all services provided by BBA//Fjeldco subject to the AML Act and overrides our duty of confidentiality to our clients. It shall be noted that in the event that BBA//Fjeldco is obligated to send a notification to the FIU, we are not allowed to notify our clients of such communication. BBA//Fjeldco accepts no liability for acting in accordance with its statutory obligations under the AML Act.
11 Code of Professional Conduct and Conflicts of Interest
11.1 BBA//Fjeldco is part of AGDR Partners and complies with the Code of Professional Conduct implemented by AGRD Partners and adopted by us (the “Code”). Information about AGRD Partners and member firms is available here.
11.2 The Code is based on generally accepted legal profession ethical standards and bar association rules, including principles relating to client care, conflicts of interest, confidentiality and information handling. Conflict of interest checks are carried out solely within the firm engaged by the client and do not extend to other firms within AGRD Partners. Accordingly, other firms within AGRD Partners may represent clients whose interests’ conflict with those of clients of BBA//Fjeldco.
11.3 The Code, together with these terms, govern our services and are available at www.bbafjeldco.com.
12 Data Protection
12.1 Services provided by BBA//Fjeldco under the engagement may involve the processing of personal data, including special categories of personal data, and are subject to the current Icelandic Privacy Act No. 90/2018, as well as on the General Data Protection Regulation (EU) 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, also known as “GDPR”.
12.2 BBA//Fjeldco generally acts as data controller of any personal data we process in connection to the legal services we provide to our clients. Any processing of personal data by BBA//Fjeldco will be carried out in accordance with the applicable laws and regulations. For comprehensive information about BBA//Fjeldco data practices, please review our privacy policy, available at www.bbafjeldco.com.
13 Copyright
BBA//Fjeldco retains all intellectual property rights, including copyright, in any materials (such as documents, files, and other content protected under copyright law) prepared by us in connection with the engagement. Notwithstanding the foregoing, the client will be authorized to use such materials for their intended purposes.
14 Document Handling
14.1 During the engagement, BBA//Fjeldco will store documents and materials generated by us, the client, or third parties electronically in our internal systems to ensure efficient access to information for those working on the engagement.
14.2 Upon completion of an engagement, BBA//Fjeldco stores relevant documents and materials in either electronic or physical format for a period deemed appropriate for the engagement or as requested by the client, and in any event no less than required by applicable law. Subsequently, such documents will be securely destroyed without further notice to the client.
15 Confidentiality
15.1 Save as required by the Code, law, court orders or governmental authority, we will keep all affairs relating to our services confidential and ensure our employees do likewise unless the client permits disclosure or the relevant circumstances are already in the public domain.
15.2 We may, however, disclose particulars of a project to:
(a) such of the clients’ other professional advisers as the client informs us are involved in the matter on which we are instructed;
(b) such of the clients’ employees and/or directors as the client informs us are involved in the matter on which we are instructed; and
(c) BBA//Fjeldco and its respective affiliates, to the extent necessary for the completion of the engagement assignment.
16 Publicity
Unless otherwise agreed with the client and subject always to our general duty of confidentiality referred to in section 15 above, BBA//Fjeldco may, following completion of an engagement, publicise or otherwise advertise our involvement in it, using media we deem appropriate, however such communication will never disclose confidential information.
17 Complaints
17.1 Client satisfaction is of the upmost importance to BBA//Fjeldco. If at any time a client believes that our services could be improved or has any concerns regarding any aspect of our work, we encourage the client to raise the matter immediately with us or with any partner at BBA//Fjeldco. We are committed to addressing all concerns carefully, respectfully, and in a timely manner.
18 Amendments
These terms may be amended by BBA//Fjeldco from time to time. Any amendments shall apply to projects and work initiated after the date on which the amended terms were published. The most current version will be available on our website at www.bbafjeldco.com.
19 Governing Law and Jurisdiction
19.1 These terms and any matters pertaining to any client relationship and engagement shall be governed by and construed in accordance with the laws of Iceland.
19.2 Any dispute arising out of or in relation to these terms and/or any matter pertaining to an engagement, our advice or services shall be subject to binding arbitration, which shall have sole jurisdiction to adjudicate such matters.
19.3 The arbitral tribunal constituted under these terms shall consist of a single arbitrator jointly appointed by the parties. Should the parties not agree on the appointment, the arbitrator shall be appointed by the Icelandic Chamber of Commerce (the Nordic Arbitration Centre) in accordance with the Arbitration Rules of the Nordic Arbitration Centre as applicable at the time of such appointment.
19.4 The proceedings shall be held in Reykjavik, Iceland, and shall be subject to the Arbitration Rules of the Nordic Arbitration Centre as applicable at the commencement of the arbitral proceedings. All costs of such proceedings, both the costs of the arbitral tribunal and each party’s litigation and out-of-pocket costs shall be paid by the parties in accordance with the arbitral tribunal’s decision on costs.
19.5 The existence of the arbitration and all related information shall be kept strictly confidential by the parties.
Applicable as of 12 May 2026