Standard Terms and Conditions for Project with Reify ApS
1. Scope and Application
1.1 These Standard Terms and Conditions apply to all services provided by the Consultant to the Client, unless otherwise explicitly agreed in writing.
1.2 The specific scope of work, tasks, timeline, and deliverables (the "Task") are defined in the separate Project Outline, Statement of Work, or Order Confirmation sent to the Client.
2. The Consultant's Rights and Duties
2.1 The Consultant will perform the contracted tasks professionally and in accordance with this Agreement.
2.2 The Consultant agrees to act loyally and solely attend to the Client's interests.
2.3 The Consultant is free to design and plan the execution of their services, including working hours and place of work. The Consultant is also free to determine which persons are to perform the practical execution of the work.
2.4 These Terms do not restrict the Consultant's right to perform services for other clients or commissioning parties.
2.5 Upon the conclusion of the Task, the Consultant undertakes to return all materials handed over by the Client.
3. The Client's Contribution
3.1 The Client agrees to make human resources, documentation, software, charts, premises, and other necessary materials available to the Consultant to ensure optimum conditions for solving the Task.
3.2 The Client agrees to provide any information about the Client's business, including technical, economic, and organisational conditions, required by the Consultant to solve the Task.
3.3 The Client will appoint a representative with the authority to enter into commitments on behalf of the Client in relation to the Consultant.
4. Reporting
4.1 The parties agree to hold status meetings as specified in the Project Outline or as mutually agreed.
4.2 Unless otherwise agreed, the Consultant will report on the project status and hours consumed on a regular basis.
5. Remuneration and Payment
5.1 The fee for the Task (whether fixed price or hourly rate) is specified in the Project Outline.
5.2 If the work is performed on an hourly basis, the Consultant's fee will be invoiced monthly in arrears or as otherwise agreed.
5.3 Payment of fees does not include the Consultant's outlays or extraordinary expenses. "Outlays" include:
- Expenses in connection with necessary and documented transportation, travel, accommodation, and meals.
- Expenses in connection with materials, tools, software, sub-suppliers, certification, etc., subject to prior approval by the Client.
5.4 The Consultant's fee does not cover extra work resulting from the Client extending the scope of the original Task or changing its contents.
5.5 Invoices fall due for payment 8 days from the invoice date.
5.6 All fees and claims for refunds are stated exclusive of VAT.
5.7 Overdue amounts bear interest at the rate applicable to interest on debts and damages under Danish law. Failure to pay is considered a material breach, entitling the Consultant to cease work until payment is effected.
6. Intellectual Property Rights
6.1 Unless otherwise agreed in the Project Outline, the Client is entitled to use the material produced in connection with the Task. The Client holds title to the copies/samples produced and has the right to use and change the material for their own internal purposes.
6.2 The Consultant retains all rights to their ideas, inventions, know-how, and methods, and is entitled to apply these when solving tasks for other clients.
6.3 The Client is responsible for securing any specific intellectual property rights required as a result of the Task and ensuring that the requested work does not infringe third-party rights.
7. Time Schedules and Delays
7.1 If a specific time schedule has been agreed in the Project Outline, the Consultant may demand an extension if delays are caused by:
- a) The Client extending the scope or changing the contents of the Task.
- b) The Client failing to provide necessary resources or information in contravention of Clause 3.
- c) Delays from other advisors/suppliers preventing the Consultant from performing their tasks.
- d) Illness of the Consultant or key personnel.
- e) Failure of authorities to issue approvals/responses in time or issuing orders.
- f) Force majeure or other events beyond the Consultant's control.
8. Liability
8.1 The Consultant is liable for errors and omissions in accordance with the general Danish law of damages, subject to the limitations below.
8.2 The Consultant is not liable for operating loss, loss of profits, or any other indirect loss.
8.3 The Consultant's liability is capped at the total fee payable for the specific Task (or the specific phase of the Task, if divided into phases).
8.4 The Consultant is not liable for delays caused by the Client.
8.5 The Consultant's liability ceases 2 years from the conclusion of the Task to which the error or omission relates.
8.6 Claims must be made in writing without undue delay after the Client becomes aware or should have become aware of the liability.
9. Termination
9.1 The agreement regarding a specific Task can be terminated with one week's notice by either party.
9.2 Upon termination, the Consultant is entitled to the fee for work performed up to the expiry of the notice period.
9.3 Either party may terminate the agreement without notice in case of material breach by the other party.
10. Confidentiality
The parties are mutually obliged to keep secret all information not universally known regarding the other party. This duty applies to employees and external advisors and continues after the completion of the Task.
11. Assignment
Neither party may assign rights or duties under this agreement to a third party without the other party's written consent. Such consent may not be refused without factual cause.
12. Law and Venue
12.1 These Terms are governed by Danish law.
12.2 Any dispute arising in connection with these Terms must be sought to be solved by mediation through Mediationsinstituttet (the Mediation Institute) in accordance with their rules.
12.3 If a solution cannot be obtained by mediation, the dispute shall be settled by the City Court of Copenhagen.