Terms & Conditions

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Business Terms & Conditions

V1: December 2024

These terms and conditions apply to all dealings between You and the Broker and will be effective whenever you request the Broker to provide Services or You respond to the Broker in relation to the provision of Services. These terms and conditions create a legally binding agreement between You and the Broker (You, Broker and Services are defined below). Attention is specifically drawn to the provisions of these terms and conditions that limit the Broker’s liability.

1. Definitions

In these terms and conditions the following definitions apply:

“Broker” – Atlantic Shipping A/S and all subsidiaries and affiliated companies including but not limited to Atlantic Ship Consult A/S and Atlantic Shipping FO Sp/F.

“Fixture(s)” – A contract or contracts including but not limited to for the sale, purchase, construction, towage or charter of a Ship together with negotiations to enter such contracts.

“Negotiations” – Communications, whether verbal or in writing, in relation to concluding a Fixture.

“Post Fixture Services” – Assistance with communications, operational matters and claims arising from the performance of a Fixture.

“Principal” – A party to a Fixture including the owner, seller, buyer, builder or charterer of a ship and any party guaranteeing the obligations of such a party. Principal may include You.

“Remuneration” – The remuneration payable to the Broker for the provision of the Services, whether by way of commission or as otherwise agreed.

“Representative” – A person or company, including but not limited to a ship manager, chartering department, shipbroker or other agent, who is not a Principal but is involved in negotiations on behalf of a Principal.

“Services” – The Services referred to in Clause 2 of these terms and conditions and any other services as may be agreed.

“Ship” – Any type of ship, other vessel, platform, and/or equipment used or intended to be used for any purpose on, in or over water including but not limited in any way whatsoever to ocean going vessels, coasters, ferries, yachts, flotels, rigs, jack ups, submersibles, and barges.

“You” – The party requesting the Broker’s services or responding to the Broker in relation to the provision of the Services. Where such party is acting as a Representative, references to “You” will additionally include the Principal.

The above definitions apply whether the defined words appear in the singular or plural form.

2. Services covered by these terms

2.1 The Broker will act as a shipbroker in relation to Fixtures. The role of the Broker is to introduce Principals to each other, and introduce business solutions to Principals. Thereafter the broker will assist the Principals and/or their Representatives acting as a channel for Negotiations, preparation of the Fixture contract and other documentation relating to the Fixture as well as providing such Post Fixture Services as may be agreed or provided by the Broker.

2.2 Unless specifically agreed in writing the Broker will act solely as an intermediary in relation to Fixtures and will not enter any Fixtures arising from the Services as a Principal.

2.3 The Broker is not responsible for the performance or non-performance of Fixtures or Principals.

2.4 Unless otherwise agreed the Services are provided on a Fixture by Fixture basis.

2.5 The Broker may also agree to perform other tasks such as providing ship valuations and/or specific market research and/or Post Fixture Services. Such tasks may be subject to specific provisions in addition to these terms and conditions. In the event of, and only to the extent of, a conflict between these terms and conditions and the specific provisions applicable to other tasks, the latter will prevail. Otherwise these Terms and Conditions, including those as to limitation of liability, will apply.

3. Obligations of the Broker

3.1 The Broker will perform the Services with the reasonable skill and care expected of a professional shipbroker.

3.2 It is understood that the Broker may be dealing with Representatives or other intermediaries rather than directly with a Principal. In such cases the Broker is dealing with such Representatives or other intermediaries in good faith as to the authority they possess but the Broker does not give a warranty as to that authority.

3.3 If the Broker is acting directly for a Principal then the Broker warrants that the Broker has the authority of that Principal and the Broker will take care to stay within the authority given by the Principal and to avoid misrepresentation.

3.4 During negotiations the Broker undertakes to pass on offers, counteroffers and other such communications accurately and in a timely manner. This obligation applies both to passing communications to and from You.

3.5 If at any time the Broker provides information in respect of a Principal, including but not limited to information regarding corporate structures or financial standing, it is understood and agreed that in relation to the Broker such information is provided in good faith but without guarantee. It is the sole obligation of the Principal to satisfy themselves of any counterparty risk and decide whether to enter a Fixture with the proposed counterparty and on what terms.

3.6 Unless otherwise agreed in writing the Services are not provided on an exclusive basis and it is understood that the Broker may act as a shipbroker for other parties in relation to the same or other Fixtures. In the event the Broker is dealing directly with more than one Principle in relation to the same Fixture the Broker’s duties will be to pass on offers, counteroffers and other such communications accurately and in a timely manner as authorised by each Principal in turn. You recognise that the Broker may be the sole broker in a transaction and agree that the Broker is under no obligation to specifically disclose that fact.

3.7 The Broker will take reasonable steps to implement and maintain relevant anti-virus and computer system protection but will not be liable should such software fail for reasons beyond the Broker’s reasonable control.

4. Confidentiality

4.1 Where the Broker is given information stated by You to be on a confidential basis or it is expressly agreed that a Fixture is confidential (in either case “Confidential Information”) the broker will hold that Confidential Information in confidence and will not disclose it to any other party without prior permission from You. This obligation will not however extend to information which (i) was already or becomes known to the Broker through other sources not subject to such an obligation of confidentiality (ii) is or becomes known to the market generally other than as a result of a breach of this obligation or (iii) which the Broker is obliged to disclose pursuant to an order of a court or other such authority. In all cases such obligation of confidentiality shall be deemed to end 3 years after the end of performance of the Fixture in question or in the absence of a concluded Fixture 3 years from the end of the Negotiations.

5. Obligations to the Broker (Your Obligations)

5.1 You will pay the Remuneration due to the Broker in a timely fashion and in accordance with clauses 9 and 11 below.

5.2 If You are a Principal, you warrant that you have full legal power to enter into the Fixture brought about by the Services. If You are acting as a Representative, You warrant that You have the Principal’s authority (i) to accept these terms and conditions on their behalf and (ii) to make all offers, counteroffers and representations made during negotiations and (iii) to agree a Fixture on their behalf.

5.3 Where Services are provided to You, You are deemed to have engaged the Broker in relation to any Fixture that arises in connection with those Services whether or not it is concluded via the Broker.

5.4 You will provide the Broker with all information and instructions necessary for the performance of the Services and You will be responsible for the accuracy of such information and instructions. Where actions need to be taken by a certain time (such as reply times during Negotiations) you will ensure the Broker has sufficient time prior to expiry of the relevant time limit to process and forward such messages as required.

5.5 You will take care to avoid misrepresentations occurring in Negotiations. You will carefully review all messages, information and documents sent or copied to You and promptly advise the Broker of any errors or misrepresentations. The Broker is not responsible for the consequences of a failure by You to review messages.

5.6 You recognise and expressly acknowledge that internet fraud and other fraud including but not limited to the unlawful interception, diversion and unauthorised amendment of legitimate email messages, attachments, payment instructions, remittance details and other instructions and information is a real danger, and You warrant that You will implement and maintain appropriate anti-virus and computer system protection. Due to the prevalence of email interception frauds, You must not act upon any messages amending bank account details without checking these with us by telephone on publicly available telephone numbers. We cannot be held responsible for your failure to make such checks.

5.7 The Broker does not warrant the accuracy of any invoice, amended invoice, payment demand, bank account, other remittance details or any amended details that it sends or forwards to You in the context of the Services, Post Fixture Services or otherwise and it is your obligation to carry out appropriate checks and conduct all necessary due diligence to verify that such invoice, amended invoice, payment demand, bank account or other remittance details are accurate and contain the correct payment information. The Broker will have no liability for any failure by You to take the due diligence and verification steps required by this sub clause 5.7.

5.8 You will indemnify the Broker and hold the Broker harmless against the consequences of any breach by You of any of your obligations as set out in these Terms and Conditions.

6. Sanctions, Money Laundering, Bribery, and Anti-Corruption

6.1 In addition to your obligations as set out in clause 5 of these Terms and Conditions, You warrant that at the date of the Fixture and throughout its duration:

6.1.1 You (which for this purpose of this clause 6 includes any affiliated company, owning company, group company, associated entity, or subsidiary) and any party to the Fixture are not subject to or in breach of any Sanctions; and

6.1.2 You do not know of any reason why the Fixture could be unlawful or which could render the provision of the Services by the Broker in breach of any law, including but not limited in any way whatsoever to Sanctions and/or any legal provision relating to money laundering, bribery and/or corruption.

6.2 In the event that You become aware of any circumstance or occurrence which renders You and/or any other party and/or the Fixture in breach of this clause 6 You will forthwith advise the Broker and take all available steps to rectify the breach.

6.3 In the event that the Broker has any reasonable grounds to believe that the Fixture or the provision of the Services may be in breach of this clause 6 the Broker may by written notice terminate the Services immediately without incurring any liability howsoever arising from such termination.

7. Post Fixture Services

7.1 If the Broker agrees to perform Post Fixture Services You must comply with any requirement imposed by the Broker including without any limitation whatsoever a requirement that You send operational and/or claims and/or claim documentation to a particular email address.

7.2 You must allow the Broker a reasonable time before expiry of any applicable time limit to receive and process any time sensitive message and/or claim.

7.3 If You do not receive a prompt and same day written confirmation from the Broker that it has received any time sensitive message and/or claim you must forthwith contact the Broker by telephone to confirm that the message and/or claim has been received and in the absence of and pending written confirmation of receipt the message and/or claim will be deemed to have not been received.

7.4 The Broker will have no liability for any failure to pass on any message and/or claim unless that message and/or claim has been sent to and acknowledged by the Broker in compliance with this clause 7 and in compliance with any other requirements stipulated by the Broker.

8. Market Reports

8.1 If the Broker publishes market reports or commentary these are provided for general information only and not for use in relation to specific Fixtures. Such market reports do not constitute advice, and nothing contained in such documents amounts to a recommendation to enter or not to enter a Fixture and the Broker has no liability for the consequences of any person, including You, purporting to rely on such market reports.

9. The Broker’s remuneration

9.1 On Fixtures the Broker’s remuneration will (unless otherwise agreed) be in the form of a commission on the hire or purchase price as the case may be. The level of commission payable and the party responsible for payment will be set out in the Negotiations.

9.2 If the commission payable to the Broker is recorded in a commission clause or in a specific commission agreement then commission will be payable in accordance with that clause or agreement. The Broker will be deemed to have acted in reliance on the insertion of that clause and assented to the terms of the commission clause governing their right to commission.

9.3 If You are the party responsible for paying the Remuneration, You undertake to make the payment or payments within the time specified by the Broker or in the absence of a specified time within 30 days of it becoming due and payable. If You are not the party responsible for paying the Remuneration You will before instructing the Broker identify which party is responsible to pay the Remuneration and You will provide any and all assistance required and requested by the Broker to ensure the party responsible for paying does so. If You do not identify the paying party and/or do not provide such assistance You will be liable jointly and severally with that party to pay the full amount of the Remuneration.

9.4 Nothing in these terms will prevent the Broker from enforcing a commission clause or other clause conferring a benefit on them as a third party in accordance with the terms of the Fixture.

9.5 In the absence of any specific provisions in the Fixture(s) Remuneration is payable:

9.5.2 on time charters: on the hire earned and paid under the time charter, and on the hire earned and paid under any continuation or extension of it.

9.5.3 on sale agreements: on delivery of the Ship and payment of the purchase price.

9.5.4 on new building contracts: as and when each stage payment is made.

9.6 You will not withhold payment of Remuneration pending resolution of unconnected matters.

9.7 Remuneration is exclusive of all taxes and duties.

9.8 If the amount of Remuneration and/or the manner of its payment is not specifically agreed the Remuneration and manner of payment will be on a quantum meruit basis and in accordance with market practice.

9.9 The tasks in clause 2.5 above will be subject to the agreement of a specific fee between You and the Broker. The Broker will invoice You at the completion of the Services or at such other times and in such stages as may have been agreed. You will pay that fee upon receipt of the invoice.

9.10 If You fail to pay the Broker the Remuneration due within 30 days after any invoice for the Services is issued and sent to You and/or the Remuneration otherwise becomes due, You will, without limiting any other remedy available to the Broker.

9.11. If Atlantic Shipping engages co-brokers in connection with the provision of any Fixture or Valuation, co-brokers shall only be entitled to remuneration when Atlantic Shipping receives remuneration in full from the Principal. Atlantic Shipping shall not be liable to any co-broker for fees, commissions, or other payments if the Principal fails to remunerate or delays remuneration to Atlantic Shipping.

10. Limitation of Liability

THIS CLAUSE LIMITS THE BROKER’S LIABILITY TO YOU.

10.1 Nothing in these terms and conditions limits the Broker’s liability for (i) fraud or fraudulent misrepresentation (ii) death or personal injury caused by the negligence of the Broker.

10.2 The Broker will, subject to the provisions of this clause 10, be liable to You for damage directly caused by the failure to perform the Services with the reasonable skill and care expected of a professional shipbroker provided always the Broker will not be liable for:

10.2.1 Loss of profits (whether direct or indirect loss), business interruption, loss of reputation, indirect or consequential losses.

10.2.2 Damage caused by any event or cause that the Broker was unable to avoid and/or the consequences of which could not have been prevented by the exercise of reasonable diligence.

10.2.3 Damage which was not solely caused by the act or omission of the Broker or which would have occurred in any event.

10.3.4 Any legal or other costs incurred in connection with any ancillary action You take against any third party as a result of the Broker’s breach and/or alleged breach of these Terms and Conditions.

10.3 The Broker’s total liability including costs and interest arising from or in connection with the Services shall in no circumstances exceed an amount equivalent to:

10.3.1 three (3) times the Remuneration, or

10.3.2 USD 100,000 (United States Dollars One Hundred Thousand) whichever is higher, but always subject to a maximum cap of USD 300,000 (United States Dollars Three Hundred Thousand).

10.4 The exclusions and/or limitations set out in this clause shall apply whether the claim against the Broker is brought in contract, tort (including for negligence) breach of statutory duty or for any other cause whatsoever.

10.5 Any claim against the Broker must be made in writing and notified to the Broker within 14 days of the date on which You became aware or ought to have become aware of the circumstances giving rise to the claim and any claim not so notified shall be deemed waived and time barred. The Broker shall in any event be discharged of all liability arising out of the Services unless suit is brought and written notice of it given to the Broker within one (1) year of the end of performance of the Fixture or in the absence of a concluded Fixture, one (1) year from the end of the Negotiations.

11. Cancellation

Should the Principals cancel the Fixture under which Remuneration has or would have been earned You will be liable at the date of the cancellation to pay the Broker the Remuneration which would, but for the cancellation, have been payable for the remaining period of the Fixture or for the 12 months following the cancellation, whichever is shorter.

12. Miscellaneous

12.1 All intellectual property rights in or arising out of the Services belong to the Broker.

12.2 The Broker has a general lien on all documents in its possession or control for all sums due from You to the Broker whether arising out of the Fixture or otherwise.

12.3 If any provision or part-provision of these Terms and Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms and Conditions.

12.4 A waiver of any right or remedy under these Terms and Conditions is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

12.5 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

12.6 All vessel specifications, technical information on vessel and quota information in general are supplied by the Broker in good faith and without any warranty or liability for its correctness. It is at any time the Principal’s responsibility to verify the correctness of the vessel and/or quota information.

13. Jurisdiction and Law

These terms shall be governed by and construed in accordance with the laws of Denmark and any dispute shall be subject to the exclusive jurisdiction of the Danish Courts.

Valuation Terms & Conditions

V1: December 2024

1. The Agreement

1.1 These terms and conditions (the “Terms and Conditions”) and the valuation agreement (“VA”) are the terms and conditions governing valuation reports (each a “Valuation” and together the “Valuations”).

1.2 If there is any inconsistency between the Terms and Conditions and the VA, the terms of the VA shall prevail.

1.3 Any variation to the Terms and Conditions or the VA must be agreed in writing.

2. Definitions

2.1 For the purpose of these Terms and Conditions, the following words shall have the following meaning:

2.1.1 “Affiliate” of any person means any other person (individual or body corporate) that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such person (together, the ” Affiliates”); “control” (including the terms “controls”, “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management, policies or activities of a person, whether through the ownership of securities, by contract or agency or otherwise;

2.1.2 “Agreement” shall mean the agreement between the Parties constituted by theseTerms and Conditions and the VA and any other document referred to in these Terms and Conditions.

2.1.3 “Client” shall mean the party identified as the client in the VA.

2.1.4 “Party” means the Client or Atlantic Shipping, together the Parties.

2.1.5 “Terms and Conditions” means these terms and conditions.

2.1.6 “Vessel” means any type of vessel or floating object or structure or equipment used or intended to be used for any purpose on, in or over water including but not limited to rigs.

2.1.7 “Quota” means any type of fishing quota, license, GT, KW, fishing days or other entitlements associated with commercial fisheries.

3. Provision of Valuations

3.1 The Valuations shall be prepared with reasonable skill and care.

3.2 Valuations of Vessels, unless agreed otherwise, will be prepared in accordance with the methodology and assumptions as follows:

3.2.1 By collating brokers’ price estimates and/or ideas and market knowledge in respect of the Vessel/s;

3.2.2 By confirming, where possible and appropriate, the above referenced price estimates and/or ideas and market knowledge against details held on Atlantic Shipping’s database, information in Atlantic Shipping’s works of reference and particulars given to Atlantic Shipping for the preparation of the Valuation;

3.2.3 By assuming that the Vessel is in good and seaworthy condition and available for prompt charter-free delivery by a willing seller and a willing buyer for cash payment under normal commercial terms;

3.2.4 By assuming that the Vessel would be delivered free from all debts, registered encumbrances and maritime liens;

3.2.5 By identifying a valuation date; and

3.2.6 Without physical sight or inspection of the Vessels or their classification records unless otherwise specified.

3.3 Valuations of Quotas unless agreed otherwise will be prepared in accordance with the methodology and assumptions as follows:

3.3.1 By gathering all relevant information from officials, clients, bankers, accountants, advisors, investors and other stakeholders in the broader fishing industry;

3.3.2 By collecting scientifical data in general from relevant sources;

3.3.3 By calculating kilo prices, earnings, return on investment;

3.3.4 By taking the historical price levels and historical catches into consideration;

3.3.5 By considering the general outlook for the quotas at stake;

3.3.6 By identifying a valuation date.

3.4 Atlantic Shipping will provide a Valuation in electronic and, if requested by the Client, in hard copy format both with a disclaimer. Atlantic Shipping reserves the right to modify the format and disclaimer wording from time to time.

3.5 Atlantic Shipping will not be liable for any loss of data or corruption thereof if the Valuation is sent in either electronic or hard copy format. The Client agrees that it will not edit or alter the Valuation or any part of the Valuation and agrees that Atlantic Shipping shall not be responsible if the Valuation or any part thereof is edited or altered other than by Atlantic Shipping.

3.6 The Client shall provide Atlantic Shipping with at least 7 days’ notice of a requirement for a Valuation. Atlantic Shipping will endeavour to provide the Valuation by no later than 4pm on the 7th day after receipt of such notice but nevertheless reserves the right to provide the Valuation after the expiry of 7 days from receipt where in AS’s reasonable opinion this is necessary.

3.7 Time for the provision of any Valuation is not of the essence and any delay in the provision thereof shall not be a breach of the VA and these Terms and Conditions.

3.8 Atlantic Shipping reserves the right to refuse, in its absolute discretion, to provide a Valuation in respect of a Vessel/Vessels and/or Quotas.

4. Use of Valuations

4.1 Each Valuation shall be provided for the internal use of the Client save that the Client may provide a copy of any Valuation to its financing bank/s for the purposes of any finance covenants under its existing finance facilities provided that the relevant financiers, prior to any disclosure to them of any such Valuation, shall be provided with a copy of or a link to these Terms and Conditions.

4.2 If agreed in the VA and if the Client is a financial institution acting as agent for a syndicate of other financial institutions then such Client may provide a copy of any Valuation to the other financial institutions in the syndicate provided that such financial institutions shall, prior to any disclosure to them of any such Valuation, be provided with a copy of or link to these Terms and Conditions.

4.3 No Valuation shall, without Atlantic Shipping’s prior written agreement, be used for any other purpose or communicated in whole or in part and in any manner to any other third party and/or relied upon by any other third party save as set out herein.

4.4 Without prejudice to the generality of the foregoing, Valuations may not be included in any share prospectus, bond issue or other financial documents or presentations for the purpose of raising debt or equity in the public markets, nor for use in litigation or disputes, without the express prior written agreement of Atlantic Shipping.

4.5 In the event that the Client is permitted to disclose the Valuation to a third party pursuant to clauses 4.2 and 4.3 herein, the Client shall only so disclose the Valuation in full including its disclaimer and the wording incorporating these Terms.

5. Fees

5.1 The Client agrees to pay Atlantic Shipping’s fees for Valuations which will be charged on the basis set out in the VA together with any VAT on such fees.

5.2 Atlantic Shipping will submit an invoice for its fees after completion of the Valuation. Payment is due within 15 days of the date of the invoice.

6. Limitation of Liability

6.1 This clause sets out the entire liability of Atlantic Shipping (including any liability for the acts or omissions of its employees or agents) to the Client arising under or in connection with this Agreement and/or in respect of any use made by the Client or any third party of the Valuation.

6.2 Unless otherwise agreed in writing, Valuations are provided without the benefit of further research that would normally be undertaken prior to any sale of a Vessel or quotas. In particular, Atlantic Shipping has not physically inspected the Vessel(s) unless otherwise specified. Accordingly, no representation is made, warranty given, or responsibility accepted in the Valuation as to the condition, fitness for purpose or saleability of any Vessel or Quotas. The Valuation shall not be deemed, treated, or represented by the Client as an endorsement of the Client’s commercial position.

6.3 Values given in the Valuation are based solely on a subjective opinion of the approximate market value as at the valuation date only and are not representations of fact. Valuations should not be taken to apply to any other date. Accordingly, no representation is made, warranty given, or responsibility accepted in the Valuation as to the accuracy of the Valuation.

6.4 No representation is made, warranty given, or responsibility accepted in the Valuation as to the appropriateness or the fitness for purpose of the methodology used to determine the Valuation.

6.5 Any person contemplating entering a transaction of any nature whatsoever or otherwise having regard to the Valuation should satisfy himself by inspection of the Vessel and its records, or otherwise, as to the correctness of the statements which any Valuation contains.

6.6 No assurance or representation is given that the Valuation given will be sustained or that it would be realisable in any actual transaction.

6.7 Subject to clause 6.6, in no event shall Atlantic Shipping have any liability in contract, tort (including negligence), breach of statutory duty, misrepresentation (whether innocent or negligent) restitution or otherwise arising out of or in connection with the agreement and whether to the client or any other person for any special, incidental, indirect or consequential loss or damage or any of the following losses (in each case, whether direct, consequential, special, incidental or indirect): loss of profits; loss of revenue; loss of business or contracts; loss of anticipated savings; loss of goodwill or damage to reputation; or loss or corruption of data .

6.8 Subject to clause 6.7, Atlantic Shipping’s total aggregate liability in contract, tort, (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise arising out of or in connection with the provision of a valuation and whether to the client or any other person shall be limited to 300% of the amount of fees paid to Atlantic Shipping in respect of any such valuation in connection with which the claim arises.

6.9 In the event that a lump sum is paid in respect of this Agreement for the provision of Valuations for multiple Vessels or Quotas, the amount of fees paid to Atlantic Shipping in respect of any single Valuation in connection with which a claim arises under clause 6.8 shall be deemed to be the result of dividing the lump sum by the number of Vessels and/or Quotas valued in connection with such lump sum.

6.10 This clause shall survive termination of the Agreement, however arising.

7. Indemnity Requirement

7.1 The Client agrees and hereby undertakes to hold Atlantic Shipping harmless against all demands, actions, claims, liabilities, losses, costs, charges and expenses (together “Claims”) incurred by Atlantic Shipping arising out of and/or in connection with the provision of Valuations for any purpose.

8. Miscellaneous

8.1 The Client agrees to be bound by these Terms and Conditions to the exclusion of all warranties, conditions and other terms, whether express or implied, statutory or otherwise.

8.2 No person other than the named addressee of the Valuation shall have any rights whatsoever as arising out of or in connection with the Valuation under the Contract.

8.3 Atlantic Shipping has the right to terminate the VA between Atlantic Shipping and the Client at any time without liability or obligation by written notice to the Client.

8.4 If any part of the VA or the Terms and Conditions is found by any court to be invalid, illegal or unenforceable, that part shall be treated as being deleted and the rest of the provisions will not be affected.

8.5 The parties intend that the VA and the Terms and Conditions, together with all attachments and other documents referenced in the VA and Terms and Conditions represent the final expression of the parties’ intent and agreement relating to the subject matter herein and contain all the terms the parties agreed to relating to any Valuation and replace all the parties’ previous discussions, understandings and agreements relating to any Valuation.

8.6 For the avoidance of doubt, all references to “Valuation” in these Terms and Conditions shall include Valuations of Quotas, unless otherwise expressly excluded or limited.

9. Governing Law and Jurisdiction

9.1 The VA and these Terms and Conditions shall be governed by and construed in accordance with Danish law. Any dispute arising out of or in connection with the VA or these Terms and Conditions as well as regards any question concerning their respective existence, validity or termination, shall be subject to the exclusive jurisdiction of the Danish courts.