General Business Terms and Conditions of Verkís

1. Definitions:

• Agreement on services/monitoring/inspections: A written contract between EFLA and its client regarding services/monitoring/inspections, whether temporary or ongoing, and confirmed in a legal format, e.g. electronically.
• Contracting parties: The Buyer and Verkís
• Verkís: Verkís hf. and any shareholder, board member, or employee, as the case may be, and any legal entity controlled or owned by Verkís, such as a subsidiary.
• Project team: A group of Verkís employees, or people working on the behalf of Verkís, who are involved with the project in question and have access to its data.
• Project: Design, consultancy, services, monitoring, inspections – not an exhaustive list.
• Buyer: A party that requests and enters into a contract with Verkís for a specific project, design, services, consultancy, monitoring, and/or inspections.
• Project contract/consultancy A written contract between Verkís and the Buyer regarding a specific project.

Hereafter, the project contract/consultancy and agreement on services/monitoring/inspections will be referred to collectively as the “contract.”

2. Terms and Conditions, Entry Into Force, and Amendments.

General Terms and Conditions of Verkís hf., ID no. 611276-0289, apply in the transactions between Verkís and the Buyer. They contain standard provisions regarding the rights and obligations of the parties, unless otherwise specifically agreed. These Terms and Conditions are issued by Verkís and are valid until such time as new Terms and Conditions become effective.

In certain cases, special terms/standards for transaction between the parties also apply. In the event of any discrepancy between these Terms and Conditions and specific terms/standards, the provisions of the latter shall prevail. Clients of Verkís shall familiarise themselves with the rules and/or the terms/standards that apply to the transaction in question. Contracts with Verkís in which deviations from these general Terms and Conditions are specifically agreed upon shall take precedence over these Terms and Conditions.

Verkís may amend these Terms and Conditions at any time, and such changes will take effect without prior notice.

The General Business Terms and Conditions of Verkís are published on the website www.verkis.is

3. Substance of the Contract

In certain cases, Verkís reserves the right to conduct due diligence of the Buyer by requesting financial information from, for example, Creditinfo. By signing the contract, the Buyer is deemed to have accepted these general Business Terms and Conditions as well as other terms pertaining to the transaction in question.  Verkís may also carry out due diligence in accordance with the Act on Measures against Money Laundering and Terrorist Financing, as applicable.

When drafting contracts, Verkís can use different ÍST standards as appropriate. These contracts will outline the project or the services agreed upon between Verkís and the Buyer. These general Business Terms and Conditions shall apply to projects especially negotiated unless otherwise specified. Should there be discrepancies regarding particular items between the contract and the general Business Terms and Conditions, the contract shall apply.

Each item or stipulation within the contract and these general Business Terms and Conditions is a separate and independent provision. Should any one provision be ruled or deemed null and void, illegal, or unenforceable by a court or competent authority, the other provisions shall remain fully valid and in force to the full extent of the law.

4. Services and Obligations of Verkís

Verkís’s services are based on the company’s values, which are published on the Verkís website and aim to ensure that the client receives products, services, and work delivered in accordance with the agreed quality, price, and time frame.

Consultancy based on assessments or predictions provided by Verkís as part of the services does not entail responsibility on the part of Verkís for the predictions, scenarios, or likelihood assessment regarding incidents or circumstances coming true in the future.

Verkís may not assign to another party the contractual rights or responsibilities without the Buyer’s written consent.

Verkís may recruit subcontractors to carry out specific work components if necessary, and the buyer shall be informed of who those subcontractors are and what their role is. Once a subcontractor becomes involved with the project, in any capacity, the work of the subcontractor shall be considered part of the services. Verkís shall continue to supervise the project and report on its progress to the Buyer.

During the execution of the contract, Verkís may become aware of information which is sensitive for the operation or agenda of the buyer (hereafter referred to as “confidential information.”) While processing such confidential information, Verkís will comply with laws, official regulations, and other provisions regarding the treatment of confidential information which Verkís is obligated to follow.

The aforementioned confidentiality does not apply to information which has been made public in a legitimate manner or without the involvement of Verkís, or which should, according to laws, official regulations, or court decisions, be divulged. Verkís may divulge confidential information when required by its insurance company or lawyers and consultants with regard to the professional indemnity insurance of Verkís or legal proceedings, subject to the same duty of confidentiality.

Verkís strives to handle all personal data in accordance with the provisions of applicable law and the privacy policy as published on the Verkís website at any given time.

In relation to marketing, advertisement, or the sale of services, Verkís may wish to refer in general terms to having worked for the Buyer.

5. Services and Obligations of the Buyer

The Buyer shall set out adequate and correct terms and necessary documentation for the project in a timely manner. Should the Buyer wish to change the terms of the project, they shall notify Verkís thereof in writing without undue delay. The same shall apply to any changes or decisions affecting the work of Verkís. The Buyer shall pay for delays and time extensions to the project for which they are responsible, in accordance with Verkís’s current rate list or the agreed price. Any amendments shall be in writing and agreed by both parties.

The Buyer is responsible for the management, activities and operation of their business, as well as for their decisions that affect the project, the project deliverables and the Buyer’s interests.

The Buyer may not assign to another party the contractual rights or responsibilities without Verkís’s written consent.

The Buyer is not authorised to disseminate the product of Verkís in altered, adapted, or abbreviated form without prior written consent from Verkís. Should the Buyer hand over some deliverable of the project to third parties, in part or in total, they are obligated to inform Verkís of the following in writing, unless comparable provisos appear within the deliverable:

• That the work of Verkís has been done for the Buyer and only for the Buyer’s benefit, in accordance with the provisions of the contract.
• That the deliverable was not intended for use by others, and to the extent permitted by law, Verkís assumes no liability with regard to third parties, whether for direct or indirect damages, contractual or non-contractual, or any other liability, related to the services or its deliverables.

6. Scope of Project and Additional Work

Should it become apparent that the outlined scope of a project requires more work or expenditure than was originally assumed, for instance if the scope of the project proves to be greater than the given information indicated or if the client requests more services, Verkís shall inform the Buyer of the change in terms without undue delay. Once this has been fulfilled, the Buyer shall pay separately for additional work and out-of-pocket expenses in accordance with Verkís’s rate list or a separate agreement. If the Buyer is a consumer within the meaning of the Purchase of Services Act, the provisions of the Act shall also apply to disclosure obligation and additional work.

7. Copyright and Right of Ownership

Verkís’s copyright and right of ownership is in accordance with the Copyright Act No. 73/1972 and ÍST 35:2018.

All intellectual property rights to the project and its deliverables, including copyright, design rights, patents, and other intellectual property rights, which are created during the execution of the project by Verkís, in any manner and in any form whatsoever, shall be the property of Verkís, as shall the ownership rights to Verkís’s working documents. The Buyer acquires ownership of the project’s tangible deliverables upon full payment to Verkís for the deliverable and is authorised to use it in the manner agreed upon, but such transfer of a tangible copy does not entail the transfer of Verkís’s intellectual property rights. In order to provide the Buyer and other clients with services, Verkís may utilise, develop, and exchange any knowledge, experience, and know-how which has been created during the project. Verkís may utilise general information from the project for use in databases which are accessible to Verkís.

Data from Verkís projects shall not be published without prior consultation with Verkís and in such instances, Verkís must be mentioned by name.

Should the Buyer require that Verkís, while carrying out a project, use devices, equipment, software, or other property owned by the Buyer, or which they are authorised to use, the Buyer is responsible for ensuring that their use is suitable to the project being carried out, and that it doesn’t violate intellectual property rights or other third party rights.

8. Disclosure

The employees of Verkís are bound by a duty of confidentiality as regards the affairs of clients and other issues of which they may become aware in their work and which can be reasonably expected to remain confidential.

The Buyer shall, without undue delay, provide Verkís with information and descriptions regarding any incidents of which they become aware, relating to the services. The Buyer is responsible for ensuring that the information provided is sufficient and that the information is correct and accurate. If the Buyer’s negligence leads to delays, increased costs or other direct or indirect loss or damages for Verkís, the Buyer shall bear full responsibility.

Verkís may use as a basis verbal or written instructions, requests, notifications, and information from anyone which Verkís knows or has reason to believe is authorised by the Buyer to contact Verkís regarding the project.

Communication between Verkís and the Buyer can take place electronically, given that the buyer assumes responsibility for the risk inherent in such communication, and given that the Buyer’s virus protection of electronic data is sufficient. The Buyer is responsible for the security of data in their keeping, including any data from Verkís.

Verkís is not responsible to the Buyer for any direct or indirect losses or damages incurred by them as a result of fraudulent activity, falsehoods, silence, or inaction regarding factors related to the project, or for other defects in the information provided, unless the fraudulent activity, falsehood, silence, or the defect were immediately evident to Verkís without further examination.

Verkís may provide services, or be asked to provide services, to another party or parties, including competitors of the Buyer or parties whose interests are contrary to those of the Buyer. Verkís shall be free to undertake projects for the Buyer’s rivals/competitors. Verkís project teams shall only provide services to a Buyer’s rival/competitor if appropriate separation is in place. The separation shall include having adequate arrangements in place to preempt a realistic risk of Verkís breaking confidentiality with the Buyer.

9. Payment Terms

Verkís issues invoices for services rendered, as well as taxes and expenses, in accordance with the contract and/or current rate list of Verkís at each time, as the case may be.

All amounts stated in the rate list or in the contract are exclusive of VAT. VAT is added to all commission amounts as applicable in accordance with applicable laws.

The Buyer is obligated to pay the invoices issued by Verkís without deductions or offsets, unless otherwise permitted by law. The due date is specified on the invoice and the final due date is 20 days after the posting date unless otherwise specifically agreed.

If the invoice is not paid on the due date, unpaid sums accrue penalty interest in accordance with the decision of the Central Bank of Iceland based on Chapter III of Act No. 38/2001 on Interest and Price Indexation.

If the contract is cancelled or temporarily suspended, the Buyer shall pay Verkís compensation for expenses up to that point in time, as well as a fee for the work done and VAT up to the time of cancellation of the contract. The Buyer shall also pay Verkís for all work involved in completing or terminating the project, as applicable.

If the Buyer consists of more than one entity, they bear joint and sole responsibility for payments to Verkís unless otherwise agreed.

Should Verkís receive a request from official control authorities for documents or data related to a potential or current legal action which pertains to the services and to which Verkís is not a party, the buyer shall reimburse Verkís according to the current rate list for all expenses from the work of Verkís in complying with such a request.

10. Liability and insurance

Verkís bears liability of the direct damages of the Buyer in accordance with general rules of liability. The burden of proof regarding the liability of Verkís rests on the party arguing that the company is liable.

Verkís does not assume liability, whether in the form of damages or any other type of responsibility, for indirect or consequential loss or damages suffered by the client or third parties. Unless mandatory law stipulates otherwise, e.g. in consumer transactions, the total liability of Verkís towards the Buyer and other rights holders shall be limited to an amount equal to the single fee payable to Verkís for the relevant work item according to the agreement or project contract.

In projects where Verkís assumes the role of construction manager, the liability of Verkís is limited to the maximum insurance protection of the professional indemnity insurance of construction managers. Limitation of liability does not, however, apply to damages which Verkís may cause intentionally or by way of gross negligence.

Verkís’s liability may also be limited by other causes, including the Buyer’s own liability, that of other parties on behalf of the client, or that of a third party who may be liable for the loss or damage.

If the parties to the contract and others who might be entitled to project deliverables number more than one, they shall divide between them the limited liability amount which is agreed upon in accordance with this article. Compensation to the client shall be reduced or suspended if the Buyer or someone working on their behalf is proven to have contributed to the damages, in full or in part, whether intentionally or through negligence. Also, the Buyer is in all cases obligated to limit their damages in accordance with general provisions regarding liability.

The liability of Verkís towards the Buyer or another beneficiary is suspended if the damages result from negligence, error, intention, fraudulence, deceit, or other comparable factors on the part of the buyer or their employees.

The Buyer agrees not to make any claims against Verkís’s employees for any loss they may suffer, which does not, however, affect Verkís’s employer liability for loss or damage caused by its employees in the course of their employment with Verkís.

The Buyer is obligated to indemnify Verkís, and indemnify, reimburse, and protect from any losses, damages, expenditures, or liability incurred by Verkís as a result of, or related to, the following circumstances:

• Any violation of contractual obligations on the part of the Buyer and any claims by third parties or another beneficiary which are made or threatened and which result from, are caused by or are related to such a violation, or
• Any dissemination by the Buyer of deliverables of the services of Verkís, in total or in part, to third parties without including the provisos contained in these Business Terms and Conditions, regarding the consultancy only being intended for the buyer.
• Construction manager insurance. Where Verkís acts as a construction manager, mandatory construction manager professional liability insurance shall be in force in accordance with the provisions of the Civil Engineering Act. The Project Buyer agrees that the invoice for construction manager insurance, including premium and related fees, will be issued directly to the Project Buyer by an insurance company, as applicable (e.g. VÍS Insurance), unless otherwise specifically agreed in the project contract.

11. Time Limits of Claims

A claim by the Buyer or another beneficiary for losses or damages shall be submitted without undue delay and within a reasonable period from the Buyer having become aware, or could be expected to have become aware, of the damages. The claim shall be submitted in writing and a notification thereof shall clearly outline the project in question, what the basis of the claim is, and the claim amount, if possible. If damage is not reported within the specified time limit, the Buyer’s right to compensation may be forfeited. In consumer transactions, the statutory deadlines of the Purchase of Services Act apply. The limitation period for claims is determined by general rules, unless parties engaged in business have agreed in writing to a shorter limitation period than that provided for by law.

12. Termination and rescission

The contracting parties may terminate this contract at any time with 30 days’ notice to the other party in writing. A party may rescind the contract with immediate effect in the event of a material breach, following a written warning, if the other party fails to fulfil their obligations or fails to respond to a written demand for remedy within a reasonable time frame. Rescission is also permitted if there are changes to laws, regulations, or standards, resulting in Verkís no longer being permitted to provide the service in question.

Termination or rescission in accordance with these provisions does not affect any rights already acquired a party, and all payments due to Verkís under the contract shall become payable upon such termination or rescission.

The provisions of these general Business Terms and Conditions shall remain in force after the termination, expiry, cancellation or rescission of the agreement, as applicable. This applies in particular to provisions concerning confidentiality, the retention and use of information, intellectual property and ownership rights, payments for services, dissemination of Verkís deliverables, waiver and assignment, limitation of liability, time limits for claims, force majeure, power of attorney, jurisdiction and venue.

13. Force Majeure

Force Majeure refers to unforeseen and uncontrollable external events that prevent or delay the performance of the contract and which a party cannot control, even if all reasonable caution and effort is exercised. Such incidents may include natural disasters, fires, floods, earthquakes, epidemics, armed conflicts, acts of terrorism, strikes, lockouts, failure of public infrastructure (such as electricity, telecommunications, or the internet,) regulatory acts or other events of a similar magnitude that prevent or make it impossible to fulfil contractual obligations.

Neither contracting party shall be considered to have failed to comply with their contractual obligations or to be responsible for delays related to the obligations of the parties in rendering the services in accordance with the contract as a result of force majeure for which they cannot reasonably be blamed. However, each party shall immediately notify the other of such incidents and do all within their power to see to it that the provisions of the contract be fulfilled.

14. Power of Attorney

By entering into a contract with Verkís the client affirms that they have familiarised themselves with the contents of these general Business Terms and Conditions, agrees that they apply to the business relationship between Verkís and the client, and assumes the obligation to abide thereby.

The Buyer, for their part and on behalf of other beneficiaries, as the case may be, approves and affirms the provisions of the contract and the general Business Terms and Conditions, if the Buyer is authorised to do so.

The Buyer guarantees that the party who signs the project contract/agreement on their behalf has full power of attorney to commit the Buyer.

The Buyer guarantees that they will inform all third parties whom they authorise to use the deliverables of Verkís’s services, and other parties as applicable, of the disclaimers and limitations on Verkís’s liability as set out in the contract and these general Business Terms and Conditions.

The person who signs the contract on behalf of Verkís is responsible for communicating with the Buyer regarding the rendering of services.

15. Jurisdiction and Venue

The contract with the Buyer and the general Business Terms and Conditions shall in no way limit Verkís or its employees in fulfilling their duties and obligations under Icelandic law.

The contract and the general Business Terms and Conditions are subject to Icelandic laws and any disagreement related thereto shall be referred to the District Court of Reykjavík, should the parties be unable to reach an agreement.

The foregoing shall not prevent Verkís from collecting invoices before foreign courts, provided that the client has legal domicile abroad.

Publication date: 17.4.2026.