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Terms and Conditions

Terms and Conditions

STANDARD TERMS OF CONSULTANCY AGREEMENT
(updated 22.09.2020)

Between Sustainor ApS (CVR 37663379) (hereinafter “the Consultant”) and the customer (hereinafter “the Customer”) agreement is entered into for the provision of consultancy services on the terms specified in this Agreement (hereinafter “the Agreement”).

1. BACKGROUND

Any service, including analysis, advice, training and surveys provided by the Consultant, is provided in accordance with these terms unless otherwise stated in the order confirmation.

2. RIGHTS AND OBLIGATIONS OF THE CONSULTANT

2.1 The consultant must perform the agreed tasks under this Agreement and order confirmation.

2.2 The consultant must act loyally and solely serve the interests of the Client.

2.3 Within the framework of this Agreement, the Consultant has the freedom to plan and organise the performance of the work, including working time and the place of work. Furthermore, the Consultant is free to decide which persons will be responsible for the practical execution of the work.

2.4 The conclusion of this Agreement does not in any way restrict the consultant’s right to work simultaneously for other enlistors.

2.5 At the end of the assignment, the Consultant is obliged to return all material provided by the Client, and at the same time the Consultant must provide all documentation, guidance, etc. prepared by the Consultant in connection with the solution of the task.

3. CUSTOMER INVOLVEMENT

3.1 During the execution of the tasks, the customer makes staff, documents, software, diagrams, premises, etc. available to the Consultant – all in order to ensure that the Consultant has the best possible conditions in solving the task.

3.2 The Client is obliged to assist the Consultant in obtaining any information about the Client’s business that the Consultant may need for the solution of the task, including information on technical, financial and organisational matters.

3.3 The Customer shall designate one or more persons authorised to dispose on behalf of the Client in relation to the Consultant.

3.4 The Customer agrees that the Consultant may send relevant material to the persons involved at the Customer. This also applies after the task is completed.

3.5 The customer agrees to comment on a case that the Consultant can make as marketing. The consultant may also use the Customer in his general marketing.

4. REMUNERATION

4.1 Contract sums are shown in order confirmation.

4.2 The consultant sends an invoice after the assignment is delivered. If the task is long-term, the consultant will send an invoice after the delivery of the work in each phase or month, or month. payment schedule in order confirmation.

4.3 The honour does not include the Consultant’s attachment and exceptional costs. The attachment shall be considered, inter alia:
(a) Expenses relating to necessary and documented transport, travel, accommodation and consumption. Mileage reimbursement is in accordance with state rules.
(b) Costs related to materials, tools, software, subcontractors, certificates, etc. – after prior approval by the Customer.

4.4 The fee does not include any additional work caused by the Customer expanding the scope of the original task or changing the content of the task.

4.5 The consultant’s fee is due 8 days after the date on the invoices submitted by the consultant.

4.6 Amounts due shall be remunerated at the applicable procedural rate at any time.

4.7 The consultant’s fees and claims for reimbursement of attachment and exceptional costs are declared excluding VAT.

4.8 In the absence of payment as stated, this shall be regarded as a material breach within the time of paragraph 9. If payment is not made as stated, the Consultant is entitled to stop work until payment is made.

5. INTELLECTUAL PROPERTY RIGHTS

5.1 To the extent agreed or provided in the Agreement, the Customer is entitled to use the material prepared in connection with the Consultant’s resolution of the tasks, including the ownership of manufactured copies and the right to use and modify the material. Moreover, the consultant retains all rights over his ideas and inventions and the material he has prepared and is entitled to use ideas, inventions, know-how and material to solve tasks for other clients.

5.2 The customer is responsible for securing any intellectual property rights that the task may give rise to.

5.3 The Customer is responsible in all respects for the fact that the work the Customer has requested the Consultant to perform does not infringe the rights of third parties.

6. TIMETABLE AND DEADLINES

6.1 The parties have drawn up the timetable specified in the order confirmation.

6.2 The consultant may require an extension of the agreed timetable when the solution of the task is delayed by the following conditions:
a) When the Customer expands the scope of the task or changes the content of the task during the task.
(b) In the event that, in breach of the provision in paragraph 3, the Customer fails to make staff, documents, software, diagrams, premises and information available to the Consultant during the performance of the task.
(c) If any other advisers or suppliers do not provide their materials and services within the agreed time limits, thereby preventing the Consultant from performing his duties.
(d) If the implementation of the task is dependent on the presence of certain weather conditions and the Consultant has been prevented from carrying out the task due to the seasonal conditions.
(e) When the consultant or other named persons who are to perform the task are affected by documentable illness and have therefore not been able to work.
(f) Where authorities do not grant authorisations, decisions or replies, or provide material or services within the agreed time limits.
(g) In the case of public orders.
(h) a minimum 14-day extension of the period of leave, provided that the performance of the task extends over the period covering the month of July.
(i) in other events beyond the control of the Consultant and which he/she did not foresee or should foresee.

7. OVERRUNS, ERRORS OF TIME, MALADMINISTRATION

7.1 If the Consultant exceeds the schedule of a task without being entitled to an extension of time, the Consultant is responsible for the Customer’s loss under the general rules of Danish law on delay, with the restrictions resulting from paragraphs 7.2 to 7.10, which also apply to delays by the Consultant.

7.2 The consultant is not responsible for any delays and delays caused by the Customer.

7.3 If the Customer exceeds any time limits without being entitled to an extension of the time limit, the Customer is responsible for the Consultant’s loss according to the general rules of danish law.

7.4 The consultant is responsible under danish law’s general compensation rules for maladministration in solving a task.

7.5 The consultant shall not be liable for operating losses, loss of profit or other indirect losses.

7.6 The consultant’s liability may not exceed the Consultant’s fee for the performance of the task in question, regardless of whether liability is claimed for several individual matters. If the performance of the task is divided into phases, the Consultant’s liability is maximized to the fee for the performance of the relevant phase of the task.

7.7 The consultant is obliged to take out a usual adviser’s liability insurance.

7.8 If the Consultant is responsible for a loss in association with other parties to the Client, the Consultant is only liable for such a large part of the Customer’s loss, which corresponds to the Consultant’s proportional share.

7.9 The consultant’s liability ends two years after the completion of the task to which the error or omission relates.

7.10 The Customer shall advertise the Consultant in writing without undue delay after the Customer has or should have become aware of the presence of a possible liability. If no one is advertised in a timely manner, the Customer loses the right to claim liability against the Consultant.

8. TERMINATION

This contract cannot be terminated by any of the partners, see paragraphs 9 and 10.

9. DEFAULT

9.1 Each Party is entitled to terminate the Agreement without notice in the event of a material breach by the other Party.

9.2 If the Customer terminates the agreement, the Consultant is only entitled to remuneration for such a large part of the work performed before the termination.

9.3 Upon termination of the Agreement, the Customer is entitled to cover his loss in accordance with the general rules of Danish law.

9.4 Termination is subject to the condition that the party wishing to exercise the right of withdrawal has previously communicated in writing to the other party prior to the termination, specifying the nature of the breach and stating that the Agreement will be terminated if the breach is not terminated within 10 days.

10. FORCE MAJEURE

10.1 The following circumstances give rise to liability when they occur after the conclusion of the Agreement and prevent its fulfilment: labour conflict or other circumstances beyond the control of the parties, such as fire, war, mobilisation or unforeseen military calls, currency restrictions, riots and disturbances, lack of means of transport, general shortage of goods, restrictions on means of operation and deficiencies in supplies or delays from suppliers or subcontractors due to any of the circumstances referred to in this paragraph.

10.2 Each party shall be entitled, by written notification to the other Party, to terminate the Agreement when its performance becomes impossible within a reasonable time due to one or more of the above circumstances.

11. SECRECY

11.1 The Parties are mutually obliged to observe silence on all not-generally known information and materials about the other Party.

11.2 The obligation of professional secrecy includes employees, subcontractors and other external advisers involved in the performance of the task.

11.3 The obligation of professional secrecy also applies after the performance of the task and the termination of the Agreement.

12. TRANSFER OF RIGHTS AND OBLIGATIONS

The parties may not, without the written consent of the other party, transfer their rights and obligations under this contract to third parties. Such consent cannot be denied without objective reason.

13. AMENDMENT PROCEDURE

Amendments to the Agreement may be made only by a written supplement to the Agreement signed by either Party.

14. CHOICE OF LAW AND JURISDICTION

14.1 This Agreement is subject to Danish law.

14.2 In the event of a disagreement between the parties as to the performance of the Agreement, the Parties are obliged to hold a conciliation meeting with the participation of any advisers of the Parties and to open negotiations at that meeting with a view to resolving the dispute.

14.3 Where the conciliation meeting referred to in paragraph 14.2 has been held without agreement from the parties, each party shall be entitled to take legal action under the provision in paragraph 14.4.

14.4 Any disagreement or dispute between the parties as to the understanding and scope of this Agreement shall be determined by a Danish court in accordance with the general rules of Danish law.

15. COSTS

Each Party shall bear its own costs related to the conclusion of this Agreement.

 

 

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