# Terms and Conditions
> For audit, assurance and other services · Version 1.0 · in force from 8 September 2026
These Terms and Conditions apply to services provided by Repodo Statsautoriseret Revisionsanpartsselskab, CVR no. 46715683, Kongens Nytorv 8, 3., 1050 Copenhagen K ("Repodo", "we", "us").
The Repodo Platform is operated by Repodo Platform ApS, CVR no. 46694279, a group company. Repodo Platform ApS is not the Client's auditor and issues no assurance report. Repodo remains the Client's contracting party and is responsible for the engagement.
Part A applies to all Services. Part B applies in addition where the Client receives access to the Platform.
The responsibilities of the auditor and of management in an audit engagement are set out in the Annex to the Engagement Letter, which forms an integral part of that letter, and not in these Terms.
The version supplied with the Engagement Letter applies. A later version applies only in accordance with clause 16. Current and previous versions are available at repodo.com/terms or on request.
The canonical full legal text is the [HTML terms page](https://repodo.com/terms).
## Part A - General terms and conditions
## 1. The agreement and the parties
1.1 The Engagement Letter, its Annex, agreed written amendments and these Terms constitute the entire agreement between Repodo and the client named in the Engagement Letter (the "Client").
1.2 Neither party may transfer the Agreement without the other's written consent. Repodo may transfer it to a successor audit firm as part of a reorganisation, subject to any appointment required by law.
1.3 We may use Repodo Platform ApS and other subcontractors or advisers to perform the Services. Repodo remains responsible to the Client for their work as part of the Services.
1.4 To the extent permitted by law, claims relating to the Agreement or Services may be brought only against Repodo, not against a group company or any partner, director, employee or subcontractor personally. This clause benefits those persons as well as Repodo.
1.5 Where the Engagement Letter and these Terms are inconsistent, the Engagement Letter prevails. Where Part A and Part B are inconsistent on a matter concerning the Platform, Part B prevails.
1.6 Client purchase orders, tender terms or other standard terms apply only if Repodo expressly accepts them in writing.
1.7 "Services" means everything we provide under the Engagement Letter. "Client Data" means data drawn from the Client's connected systems and documents uploaded by the Client to the Platform. "Platform" means the Repodo Platform. "Repodo Platform ApS" means the group company identified above.
## 2. Scope and performance of the engagement
2.1 The Services are described in the Engagement Letter.
2.2 We will use reasonable efforts to meet agreed timetables. Unless expressly agreed as final in writing, dates are estimates and do not alter statutory filing deadlines.
2.3 Final advice and deliverables reflect the law, practice, facts and documents available at their date. We have no duty to update them unless agreed in writing.
2.4 Changes to scope must be agreed in writing and may require corresponding changes to the fee and timetable. The Agreement applies to the changed Services.
2.5 Where the Engagement Letter names the state-authorised public accountant or other personnel responsible for delivering the Services, we are entitled to replace those persons with other approved auditors or personnel of equivalent competence. A change in the state-authorised public accountant signing the report is notified to the Client.
2.6 The Client must notify us promptly if it believes the Engagement Letter does not reflect the agreed engagement.
2.7 Only advice given in writing may be relied upon. Oral advice, and drafts marked as such, are not final and may not be relied upon.
2.8 Deliverables are prepared solely for the purpose and Client stated in the Engagement Letter. No third party may rely on them, and no duty of care is assumed to a third party, unless Repodo expressly agrees in writing. This does not restrict publication of a statutory auditor's report with the annual report.
2.9 A report may be used only with the complete document to which it relates. Repodo's written approval is required for use in a prospectus or similar document and for any translation.
## 3. Co-operation
3.1 The parties will keep each other informed of any material matter concerning the performance of the engagement.
3.2 The Client will appoint a qualified person who is able to take all decisions at management level in respect of the Agreement.
3.3 The Client will cooperate loyally and provide access to the information, systems, personnel and explanations reasonably required for the Services, and will notify us of matters material to the engagement.
3.4 We may rely on information, records and explanations supplied to us except where applicable standards require verification. Where required access, feeds, uploads or information are materially incomplete or unavailable, we will use alternative procedures where reasonably possible. If sufficient appropriate audit evidence cannot otherwise be obtained, this may result in a modified opinion, an inability to express an opinion or termination. Except where immediate action is required by law or professional standards, we will give written notice and a reasonable opportunity to remedy a remediable failure. The fee consequences are governed by clauses 11.4 and 11.7 and apply only to the extent the matter is attributable to the Client.
3.5 The Client remains responsible for maintaining its own accounting records and for retaining accounting material in accordance with Danish bookkeeping legislation. Our files and working papers are our property and do not form part of the Client's accounting records.
## 4. Our services and the standards we work to
4.1 Each assurance engagement is performed in accordance with the professional standards and Danish law applicable to that engagement, as identified in the Engagement Letter. Audit responsibilities are set out in its Annex. For an audit engagement, we will communicate to those charged with governance an overview of the planned scope and timing, including significant risks identified, and report significant matters and significant deficiencies in internal control in accordance with applicable requirements. Reporting may take place in an auditor's long-form report (revisionsprotokollat), in the Platform or otherwise in writing, as appropriate.
4.2 Other services are performed with the care and skill reasonably to be expected of an approved audit firm.
## 5. Independence and permitted services
5.1 We comply with the independence requirements applicable to the engagement. Before accepting another service, we assess whether it is permitted and whether independence can be maintained. Other services are agreed separately.
5.2 The Client will promptly notify us of changes that may affect independence or the engagement, including changes in ownership, control, group structure, public-interest-entity status or relevant management appointments.
5.3 We may decline to provide, or cease to provide, a service where our independence, our quality management requirements or applicable law so require. Where this affects an engagement already accepted, we will tell the Client promptly and explain the consequences.
5.4 For independence purposes, the Platform is treated as a service provided by Repodo. Clause 28 describes the safeguards applying to it.
## 6. Conflicts of interest
6.1 We check for conflicts before accepting an engagement and will address any conflict identified later, although not every conflict can be identified immediately.
6.2 We ask that the Client inform us immediately if it is or becomes aware of a possible conflict of interest that may affect the engagement.
6.3 If safeguards can adequately protect the Client, we will agree them with the Client. Otherwise, we may decline or terminate the affected Services in accordance with clause 15.
## 7. Confidentiality
7.1 We are bound by the duty of confidentiality in section 30 of revisorloven. In addition, each party is obliged to treat as confidential all material and all information concerning the other party, and all information received from the other party in connection with the engagement.
7.2 Confidentiality does not apply to information that is public, already lawfully known, independently developed, lawfully received without restriction, or required to be disclosed by law, professional standards, a court or a competent authority.
7.3 The Client authorises Repodo to disclose information to Repodo Platform ApS as necessary to operate the Platform and perform the engagement. This contractual authorisation is not consent as a legal basis under the General Data Protection Regulation. If the Client withdraws the authorisation and no lawful and practicable alternative is available, the Platform can no longer be provided; clauses 3.3, 11.4 and 15 apply. Repodo Platform ApS is bound by equivalent confidentiality obligations and clause 29.2, and Repodo remains responsible for its handling of that information.
7.4 We may disclose confidential information to personnel, subcontractors, regulators, an incoming auditor, insurers and professional advisers where reasonably necessary or legally required, provided appropriate confidentiality obligations apply.
7.5 The Client will keep confidential the Platform, its indicator logic, its models and its non-public output, together with any information about our methodologies that we designate as confidential, and will not disclose it to a third party or use it other than for the Client's own internal purposes.
7.6 Neither party may use the other's name, logo or the fact or details of the engagement publicly without prior written consent, except where disclosure is required by law.
7.7 We may retain and later destroy documents in accordance with applicable law, professional standards and our retention policy, subject to this clause and clause 8.5.
7.8 This clause survives termination.
## 8. Personal data
8.1 For audit and assurance engagements, Repodo ordinarily acts as controller because applicable law and professional standards determine the purposes and essential means of processing. Where Repodo acts as processor for a separate service, the parties will enter into a data processing agreement for that service. In a mixed engagement, that agreement applies only to the processor activities.
8.2 We use Repodo Platform ApS and other processors where necessary to deliver the Services. Processing categories, security measures, locations, international transfers and our current processor list are described in our privacy notice or made available on request.
8.3 To the extent we receive personal data about third parties from the Client, it is the Client's responsibility to ensure that it is entitled to disclose that personal data to us.
8.4 Our privacy notice is available at repodo.com/privacy-policy. The Client will reasonably assist us by making it available to relevant employees and other individuals whose data it supplies. That assistance does not relieve Repodo of obligations applying to it as controller.
8.5 We retain audit working papers and copies of reports, audit protocols and financial statements for five years from signing the report to which they relate, and for longer where a competent authority or applicable law requires it. We retain information, documents and records obtained under the Danish Anti-Money Laundering Act (hvidvaskloven) for at least five years after the client relationship ends or an occasional transaction is completed; personal data in that material is deleted after five years unless another law requires further retention. Other personal data is retained only for as long as necessary for the purpose for which it is processed, including where reasonably necessary to establish, exercise or defend a legal claim. Any obligation to return or delete data is subject to these requirements.
8.6 Information about data-subject rights and how to exercise them is set out in our privacy notice. Rights remain subject to applicable law and our statutory confidentiality duties.
8.7 We limit collection and use from connected systems to data reasonably required for the engagement and retain it only as permitted by clause 8.5.
8.8 The restriction on model training in clause 29 applies to all Client Data.
## 9. Anti-money laundering and statutory reporting duties
9.1 We perform the customer due diligence required by the Danish Anti-Money Laundering Act before acceptance and throughout the relationship. We may decline or terminate an engagement if we cannot complete or maintain it.
9.2 We may be required to report suspected money laundering, terrorist financing, beneficial-owner discrepancies or other matters notwithstanding confidentiality. Where law prohibits us from doing so, we may not tell the Client that a report has been made.
9.3 We retain related documentation in accordance with clause 8.5 and applicable law.
## 10. Electronic communication
10.1 The parties may communicate and exchange documents by email and through the Platform unless the Agreement requires another method.
10.2 Electronic communications may be delayed, intercepted or corrupted. Each party will use reasonable safeguards for its own systems and credentials.
10.3 Repodo is not responsible for loss caused by the Client's systems or a third-party communications network, except to the extent caused by Repodo's breach of the Agreement or applicable law.
## 11. Fees, invoicing and payment
11.1 Our fee is calculated in accordance with the Engagement Letter. Danish VAT is added where applicable.
11.2 If no fee basis has been agreed, fees are calculated by reference to time spent at the rates applying to the personnel performing the work.
11.3 The fee stated in the Engagement Letter is a recurring monthly subscription fee covering the Platform and the Services for the stated financial year. The annual amount shown is the aggregate of twelve monthly fees and is not an additional charge. The subscription is agreed for the full financial year and is not cancellable month to month. Beginning with the calendar month in which the Agreement is entered into, one monthly fee is invoiced in arrears for each commenced month until the earlier of delivery of the auditor's report for that financial year and the annual fee having been invoiced in full. On delivery of that report, Repodo invoices any balance of the annual fee remaining after deduction of all monthly fees already invoiced for that financial year. The final invoice is payable in accordance with clause 11.9. For each subsequent financial year, monthly invoicing of that financial year's fee begins in the calendar month after delivery of the auditor's report for the preceding financial year, unless the parties agree otherwise, and the same final-balance mechanism applies. Clause 11.4 governs the amount payable if the engagement ends or cannot be completed.
11.4 If Repodo ends the engagement for reasons not attributable to the Client, or cannot issue the report for reasons attributable to Repodo, the subscription fee is apportioned to the Services delivered up to that point. If the Client terminates the Agreement during the financial year for convenience or for another reason not attributable to Repodo, or if non-completion or termination results from the Client's breach, missing access or information, incomplete due diligence or a client-imposed scope limitation, the remaining monthly fees for the financial year are payable as an agreed early-termination charge, to the extent permitted by applicable law.
11.5 Unless the parties agree a different fee in writing, the monthly subscription fee and annual aggregate for each subsequent financial year are adjusted automatically by the higher of (a) 3% and (b) the percentage increase in the all-items Danish Net Price Index (nettoprisindekset) published by Statistics Denmark, measured by comparing the index for June immediately preceding the beginning of that financial year with the index for June one year earlier, unless the Engagement Letter specifies another reference month, in which case the comparison is made using that month and the same month one year earlier. Repodo will notify the Client in writing of the adjusted fee no later than one month before the last date on which the Client can give notice under the Engagement Letter with effect from the end of the then-current financial year. The adjusted fee is first invoiced in the month in which monthly invoicing for that financial year begins under clause 11.3. The first adjustment applies to the financial year immediately following the financial year stated in the Engagement Letter. The adjustment does not increase any unpaid balance of the fee for an earlier financial year. If the index is discontinued or materially changed, the closest comparable official Danish index applies. Where the Client's activities, the scope of the engagement or the assumptions recorded in the Engagement Letter have changed materially, Repodo may reassess the engagement and propose a revised fee, which must be agreed and recorded in writing in accordance with clause 2.4. Until a revised fee or replacement Engagement Letter has been agreed, the automatically adjusted fee continues to apply, without limiting clauses 11.6 to 11.8 or either party's termination rights.
11.6 The subscription fee assumes the circumstances recorded in the Engagement Letter. Additional work is chargeable where those assumptions materially change or prove materially inaccurate for reasons attributable to the Client, after prior notice where reasonably practicable.
11.7 Work outside the agreed scope, including additional work caused by deficient records or previously undisclosed matters, is charged separately. We will notify the Client before starting it where reasonably practicable.
11.8 The Client reimburses reasonable engagement-related third-party costs and expenses at cost. Client-appointed advisers are paid directly by the Client; agreed Repodo-appointed experts or subcontractors may be recharged at cost.
11.9 Unless otherwise stated in the Engagement Letter, invoices are payable 30 days after the invoice date. The applicable due date will be stated on each invoice. If payment is not received by the due date, Repodo may charge interest from that date at the rate prescribed by section 5 of the Danish Interest Act (renteloven), as amended from time to time. Where permitted by law, Repodo may also charge the fixed compensation amount applicable to late payments in commercial transactions, reminder and collection referral fees, and reasonable and relevant costs incurred in recovering the overdue amount.
11.10 The Client may not withhold payment or set off a claim unless Repodo has accepted the claim in writing or it has been finally determined.
11.11 Following written notice, we may suspend non-statutory Services or Platform access while an invoice remains overdue. We will not withhold a statutory report solely because of non-payment, and suspension does not reduce the fee.
11.12 Where the Engagement Letter covers more than one company, the company identified as invoice recipient is responsible for payment of the whole fee, and each company covered is liable for the fee attributable to its own engagement.
## 12. Breach
12.1 Either party may terminate for a material breach that remains unremedied after the notice required by clause 12.3.
12.2 A material payment default may constitute a material breach.
12.3 Unless the breach cannot be remedied or immediate action is required by law or professional standards, termination for breach requires written notice describing the breach and at least 14 days to remedy it.
12.4 In the event of material breach a party is entitled to damages under the general rules of Danish law, subject to clause 13.
## 13. Liability
13.1 We are liable for the Services delivered under the Agreement in accordance with the general rules of Danish law, subject to the following limitations.
13.2 Cap. Our liability in damages is limited to an amount corresponding to three times the fee, excluding VAT, payable under the Engagement Letter for the financial year in which the event giving rise to the liability occurred. For a one-off service, it is limited to three times the fee, excluding VAT, for that service. The limit applies to the engagement as a whole - including the audit, and including the Platform, its availability and errors in indicators, insights or suggested actions - and is not increased by the number of claims, claimants or companies covered by the Engagement Letter.
13.3 Repodo is not liable for indirect or consequential loss, including loss of profit, goodwill or anticipated savings, except to the extent such liability cannot lawfully be limited.
13.4 Repodo is not responsible to the extent loss results from inaccurate or incomplete information not supplied by Repodo or its subcontractors; the Client's acts or omissions; reliance on oral advice or drafts; management decisions based on Platform output; client-appointed advisers; third-party systems or services outside Repodo's reasonable control; or events that were not reasonably foreseeable.
13.5 Security incidents. We are not liable for loss or damage caused by a cyber attack on, or an IT failure in, the Client's own systems or those of a third-party provider. This clause does not limit our own obligations in respect of the security of the Platform under clause 31 or our obligations as controller under the General Data Protection Regulation.
13.6 Repodo assumes no duty to a third party unless expressly agreed or required by law. The Client indemnifies Repodo against third-party claims resulting from the Client's material breach, materially inaccurate information or unauthorised disclosure or use of Repodo's work. The indemnity does not apply to the extent caused by Repodo's breach, negligence, gross negligence or wilful misconduct and does not cover fines imposed for Repodo's own conduct.
13.7 Non-payment does not extinguish either party's rights or liabilities under the Agreement.
13.8 The Client must notify us in writing without undue delay after discovering an alleged deficiency and allow a reasonable opportunity to remedy it. Delay may affect the available remedy to the extent it causes prejudice.
13.9 Subject to mandatory law, a damages claim must be notified in writing without undue delay after the Client became, or ought reasonably to have become, aware of it. Claims are subject to the limitation periods in the Danish Limitation Act (forældelsesloven), including the general three-year limitation period calculated in accordance with that Act.
13.10 Persons and companies covered. The limitations of liability under the Agreement apply for the benefit of Repodo Platform ApS and of the state-authorised public accountant signing the report and any other partner, director, employee and subcontractor of Repodo, as if each were a direct party to the Agreement. No personal claim may be raised against any of them.
13.11 Mandatory law. Nothing in this clause limits or excludes liability that cannot be limited or excluded under Danish law, including liability caused intentionally or by gross negligence, and nothing in this clause limits our liability to third parties in respect of a statutory auditor's report.
## 14. Rights
14.1 Each party retains ownership of material and rights it owned before the engagement. The Client retains ownership of Client Data, accounting records and other client material supplied to Repodo.
14.2 Repodo and Repodo Platform ApS retain their respective rights in the Platform, software, models, indicator logic, methods, know-how, templates and working papers. Repodo owns new generic tools and methods developed in performing the Services, excluding Client Data and client-owned material.
14.3 The Client may use deliverables for the purpose stated in the Engagement Letter, including lawful filing and publication of its annual report and statutory auditor's report. No right is granted to Repodo's underlying software, models, methods or working papers.
14.4 No licence or right is granted by implication.
## 15. Term, suspension and termination
15.1 Where the Services comprise an audit engagement, the appointment may be brought to an end in accordance with the rules applicable to it. The term of the engagement and the ordinary notice period are as stated in the Engagement Letter.
15.2 We may terminate immediately where required by law, independence, professional standards or quality requirements; customer due diligence cannot be completed; an unmanageable conflict exists; the Client becomes insolvent or is dissolved; or a material breach remains unremedied under clause 12.3. A remediable failure to provide required access, feeds or uploads is subject to written notice and a reasonable opportunity to remedy it unless immediate action is required.
15.3 Ending the Engagement Letter does not itself end a statutory auditor appointment. An appointed auditor may be removed before the end of the term only for a justified reason under section 146 of the Danish Companies Act. Differences of opinion concerning accounting treatment or audit procedures do not constitute a justified reason. Where the appointment ends early, the Client and Repodo will make the notifications and provide the reasons required by section 146 and section 18 of the Danish Act on Approved Auditors and Audit Firms.
15.4 Subject to applicable law, independence, professional standards and obtaining sufficient appropriate audit evidence, we will ordinarily complete the report for a financial year that ended before notice was given.
15.5 On the Client's termination of the Agreement, clauses 11.3 and 11.4 govern the subscription fees payable. The Client also pays accrued costs and disbursements and any separately chargeable out-of-scope work incurred up to termination. No amount is payable twice under this clause and clause 11.
15.6 On termination, access to the Platform ends and the Client's data is made available for export as set out in clause 33.
15.7 Termination does not affect rights accrued before it takes effect. Any provision of the Agreement that expressly or by its nature extends beyond termination continues to apply, including clauses 2.8, 7, 8, 13, 14 and 21 of Part A and clauses 27, 29 and 33 of Part B.
## 16. Changes to these Terms
16.1 We may update these Terms by publishing a numbered and dated version at repodo.com/terms, subject to this clause 16.
16.2 A material change takes effect only after at least 30 days' written notice. If the Client rejects it within that period, the previous version continues to apply unless the parties agree otherwise or law requires an earlier change, and the Client may terminate the Agreement by written notice with effect from the end of the current financial year.
16.3 Non-material clarifications or corrections take effect on publication. A change required by law or professional standards takes effect when required, with advance notice where reasonably practicable.
16.4 Except for the automatic annual price adjustment under clause 11.5, the monthly subscription fee and annual aggregate, management and auditor responsibilities in the Annex, and clause 29.2 may be changed only by written agreement.
16.5 Continued use of the Services or of the Platform after a change has taken effect constitutes acceptance of it.
## 17. Force majeure
17.1 Neither party is liable for delay caused by an event beyond its reasonable control. The affected party must notify the other and take reasonable steps to mitigate the effect. This clause does not excuse accrued payment obligations or obligations that can reasonably be performed despite the event.
## 18. Anti-bribery
18.1 Each party will comply with applicable anti-bribery laws in connection with the Agreement and will not offer or accept an improper financial or other advantage.
## 19. Sanctions and export control
19.1 Each party will comply with sanctions and export-control laws applicable to its performance of the Agreement and will promptly notify the other of any circumstance that would make the Services unlawful.
19.2 The Client will not permit the Services to be used by or for the benefit of a sanctioned person or territory where that use would breach applicable law.
19.3 Where a party is in material breach of this clause, the other party is entitled to suspend delivery or receipt of the Services, in whole or in part, and to terminate the Agreement with immediate effect by written notice.
## 20. General
20.1 Notices. Notices must be in writing and may be given by letter or by email to the addresses stated in the Engagement Letter, or by message in the Platform.
20.2 Severability. If a provision is held invalid or unenforceable, the remainder continues in force and the provision is to be applied to the greatest extent permitted.
20.3 No waiver. A failure or delay in exercising a right is not a waiver of it.
20.4 These Terms are issued in English. If another language version is supplied, the English version prevails.
## 21. Governing law and jurisdiction
21.1 The Agreement and these Terms are governed by Danish law. The courts of Denmark have exclusive jurisdiction, and Copenhagen City Court (Københavns Byret) is the agreed venue, subject to any mandatory rules on subject-matter jurisdiction.
## 22. Complaints
22.1 Complaints should be sent to the responsible state-authorised public accountant or to complaints@repodo.com. We will acknowledge receipt within five business days.
22.2 A complaint concerning the conduct of an approved auditor may also be brought before the Danish Disciplinary Board for Auditors (Revisornævnet).
## Part B - Repodo Platform terms of use
Part B applies in addition to Part A where the Engagement Letter grants the Client access to the Platform. Defined terms have the meaning given in Part A.
## 23. Licence and permitted use
23.1 During the engagement, Repodo grants the Client a non-exclusive, non-transferable and non-sublicensable right to use the Platform internally for the engagement.
23.2 Except to the extent mandatory law permits otherwise, the Client must not resell, sublicense, reverse engineer, copy, bulk-extract outside clause 33, use to develop a competing service, or publish performance testing of the Platform without Repodo's written consent.
23.3 The Client is responsible for its users' compliance with Part B and for acts and omissions of its users as if they were its own.
## 24. Access and users
24.1 Access is limited to named users approved by Client management. Credentials are personal and must not be shared.
24.2 The Client must keep its user list current. We may suspend a user on the Client's instruction or where we reasonably suspect misuse or a security risk.
24.3 There is no limit on the number of named users, and users may be added or replaced at any time at no additional cost.
## 25. Connections to the Client's systems
25.1 The Platform connects to the Client's accounting system on a read-only basis and cannot post entries, alter records or initiate payments.
25.2 We collect only data reasonably required for the engagement and process it as controller in accordance with clauses 8.1 and 8.7.
25.3 The Client is responsible for authorising connections, for the completeness and accuracy of its system data, and for compliance with its own provider's connection terms.
25.4 Bank data is obtained through an authorised account-information provider identified in the privacy notice and consent flow. The Client gives the separate consent required by payment-services law directly to that provider, renews it periodically where required by applicable law or the provider, and may withdraw it at any time.
25.5 The account-information provider is responsible for that regulated service. Once delivered to Repodo, bank data is processed by Repodo as controller under clause 8.1.
25.6 Where the access, feeds or uploads the Platform requires are not provided, are withdrawn or are incomplete - including where a consent under clause 25.4 lapses or is withdrawn - the consequences for the audit are as set out in the Engagement Letter and the consequences for the fee are as set out in clause 11.4.
## 26. What the Platform provides
26.1 The Platform includes the following core functionality and may also include other features, tools or content that Repodo makes available from time to time:
- Indicators. Automated checks run nightly against the connected ledger and the documents the Client uploads, covering liquidity, spend, working capital, controls and covenants.
- Tasks. The items we need from the Client, each stated with the reason we are asking and a date.
- Insights. Related indicators read together, with a suggested next step for management to consider.
- Uploads. A secure exchange for budget, loan and covenant documentation and other records, re-read automatically whenever a document is replaced.
- Status. The stage the audit has reached and whether it is on schedule.
26.2 Access to the Platform is included in the monthly subscription fee stated in the Engagement Letter and is not invoiced separately.
## 27. The status of Platform output
27.1 Platform output supports the engagement but is not an audit opinion, review conclusion or other assurance report. Repodo's only assurance report is the report identified in the Engagement Letter.
27.2 Platform content does not replace reporting required to those charged with governance.
27.3 Management retains the responsibilities in the Annex and remains responsible for decisions based on Platform output.
27.4 Indicators may produce false positives or negatives and do not replace the Client's internal controls.
27.5 The Platform is not a bookkeeping system and does not discharge the Client's obligations under Danish bookkeeping legislation.
## 28. Independence and the Platform
28.1 The Platform is an audit tool and does not cause Repodo to assume management responsibility, prepare source records or determine amounts in the financial statements. Suggested actions remain for management to decide.
28.2 We assess and document the Platform's independence implications and communicate relevant threats and safeguards to those charged with governance.
## 29. Automated processing and use of Client Data
29.1 The Platform uses automated analysis, including machine-learning techniques, to support planning, performance, evidence and communication of the engagement.
29.2 Neither Repodo nor Repodo Platform ApS uses Client Data to train, fine-tune or otherwise improve any model, including any general-purpose model, and neither permits any subcontractor or sub-processor to do so. Client Data is processed only for the purposes described in clause 29.1 and for operating the Platform for the Client.
29.3 Cross-client statistics or benchmarks use irreversibly anonymised data that cannot reasonably be attributed to the Client, and Repodo will not attempt re-identification.
29.4 A member of the engagement team reviews automated output before it is used as audit evidence or communicated as Repodo's conclusion and remains responsible for the audit and report.
29.5 Clause 29.2 cannot be changed without the Client's agreement; see clause 16.4.
## 30. Availability, maintenance and changes
30.1 We aim to keep the Platform available, subject to maintenance, security events and matters outside our reasonable control.
30.2 No service level or service credit applies, and we do not warrant uninterrupted or error-free availability. Clause 13 governs liability.
30.3 We may add, modify or discontinue Platform features. During the engagement, we will not materially reduce the core functionality described in clause 26.1 without the Client's agreement.
30.4 We may suspend access temporarily where necessary for security reasons or where required by law, and will restore it as soon as reasonably practicable.
## 31. Security
31.1 We apply appropriate technical and organisational security measures, described further in our privacy notice or security documentation.
31.2 The Client is responsible for the security of its own systems and devices and for the safekeeping of its users' credentials, and clause 10.3 applies.
31.3 We notify the Client without undue delay of a security incident materially affecting Client Data and make regulatory notifications where required of us.
## 32. Third-party components and processors
32.1 The Platform uses third-party services, including hosting and bank-feed services. Current processor information is available through our privacy notice or on request.
32.2 We remain responsible to the Client for the Services provided through those components, subject to clauses 13.3 to 13.11.
## 33. Data export and deletion on termination
33.1 On termination of the Engagement Letter, access to the Platform ends subject to the switching and retrieval rights in this clause. To the extent Chapter VI of Regulation (EU) 2023/2854 (the Data Act) applies to the Platform, the Client may ask Repodo in writing to switch the relevant service to another provider, port its exportable data and digital assets to on-premises infrastructure, or erase them. The notice period for initiating that process will not exceed two months.
33.2 During a switching process to which the Data Act applies, Repodo will provide the assistance, service continuity, information and security required by applicable law. Repodo will ordinarily complete the transition within 30 calendar days after the notice period. If that is technically unfeasible, Repodo may use a longer period permitted by law after giving the Client a timely explanation.
33.3 Repodo will provide the Client with an up-to-date written description of the categories of exportable data and digital assets, any lawful exclusions, and the available data structures, formats, standards and interfaces. On a timely request, Repodo will provide the required export in a structured, commonly used and machine-readable format. Repodo is not required to develop new technology or disclose protected intellectual property or trade secrets except as mandatory law requires.
33.4 The Client's uploaded documents and indicator history remain available for retrieval for at least 30 calendar days after termination or the successful completion of a switching process. The Client is responsible for retaining its own accounting records and downloading the data it needs. The Platform is not a substitute for storage required by bookkeeping law.
33.5 No switching charge applies except to the extent and for so long as applicable law permits Repodo to recover costs directly linked to the switching process. Repodo may charge for additional assistance requested by the Client that goes beyond Repodo's statutory switching obligations if the Client agrees the price in advance. Standard subscription fees and any early-termination charge under clause 11 continue to apply.
33.6 After the applicable retrieval period, Repodo will erase the Client's exportable data and digital assets from the Platform. This does not require Repodo to delete copies held separately in its audit, anti-money-laundering or legal files where retention is required or permitted under clause 8.5.