Terms & conditions for Kvalifik

1. Application

1.1 These terms and conditions ("Terms") apply to all agreements concerning the sale and delivery of services by Kvalifik, CVR number 36966858 ("the Consultant") to business customers ("the Client").

2. Basis of Agreement

2.1 The Terms, together with the Consultant's offers and order confirmations, constitute the entire agreement regarding the Consultant’s sale and delivery of services ("the Assignment") to the Client ("Agreement Basis" or "Agreement"). The Client’s own purchase terms, whether printed on orders or otherwise communicated to the Consultant, do not form part of the Agreement Basis.
2.2 The Agreement is irrevocable once the Consultant has confirmed the Client’s order. It can only be terminated with the mutual consent of both parties unless there is a material breach of the Agreement.
2.3 Amendments to and supplements of the Agreement Basis are only valid if agreed upon in writing by both parties.

3. Consultant’s Rights and Obligations

3.1 The Consultant shall act loyally and exclusively in the interest of the Client.
3.2 Within the framework of the Agreement Basis, the Consultant has the freedom to plan and organize the execution of the work, including working hours and place of execution. The Consultant is also free to determine which individuals will carry out the practical work.
3.3 The Agreement Basis does not in any way restrict the Consultant’s ability to perform work for other clients concurrently.
3.4 Upon completion of the Assignment, the Consultant is obligated to return all materials provided by the Client and hand over all documentation, guides, etc., prepared in connection with the Assignment.

4. Client's Cooperation

4.1 The Client shall, as necessary during the performance of the Assignment, make personnel, documents, software, diagrams, premises, etc., available to the Consultant to ensure the best possible conditions for the execution of the Assignment.
4.2 The Client is obliged to assist the Consultant by providing information about the Client’s business that may be required to carry out the Assignment, including technical and organizational details.
4.3 The Client shall appoint one or more individuals authorized to make decisions on behalf of the Client in relation to the Consultant.

5. Reporting

5.1 The Consultant must inform the Client without delay of any unforeseen challenges affecting the progress of the Assignment.

6. Price and Payment

6.1 The price for the services follows the Consultant’s current price list at the time the Consultant confirms the Client's order unless otherwise agreed in writing. All prices are exclusive of VAT.
6.2 Unless otherwise agreed, the Client shall pay a deposit of 50% of the project total based on the Consultant's invoice before project start. The remaining 50% is invoiced upon delivery of all main deliverables covered by the agreement. All invoices must be paid within 8 days unless otherwise agreed in writing.

7. Late Payment

7.1 If the Client fails to pay an invoice on time for reasons beyond the Consultant's control, the Consultant is entitled to interest at 2% per month on the overdue amount from the due date until payment is made.
7.2 If the Client fails to pay an overdue invoice after receiving a written demand for payment, the Consultant is entitled to, in addition to interest:
(i) cancel the sale of the services related to the delay,
(ii) cancel the sale of services not yet delivered to the Client or demand prepayment, and/or
(iii) invoke other remedies for breach of contract.

8. Offers, Orders, and Order Confirmations

8.1 The Consultant’s offers are valid for 10 days from the offer date unless otherwise stated. Acceptance received after the expiration of this period is not binding unless the Consultant states otherwise.
8.2 Orders for services must be submitted in writing. Confirmations and rejections of orders must be in writing to be binding on the Consultant.
8.3 After the Consultant has confirmed the Client’s written order, it may not be canceled without the Consultant’s consent.

9. Timeline and Deadlines

9.1 The Consultant will deliver the services no later than the date stated in the order confirmation.
9.2 The Consultant may request an extension of the agreed timeline if the Assignment is delayed due to:

• The Client expanding the scope during execution.
• The Client’s failure to provide necessary resources (see section 4).
• Documented illness of the Consultant or key personnel.
• Other events beyond the Consultant’s control and not reasonably foreseeable.

10. Responsibility for Delays, Errors, and Omissions

10.1 If the Consultant misses a deadline without justification for an extension, the Consultant is liable for the Client’s loss under Danish law, subject to the limitations in sections 10.2 – 10.10, which also apply to other delays.
10.2 The Consultant is not liable for delays caused by the Client.
10.3 If the Client misses deadlines without justification, the Client is liable for the Consultant’s losses under Danish law.
10.4 The Consultant is liable for errors and omissions in accordance with Danish law.
10.5 The Consultant is not liable for operating losses, lost profits, or other indirect losses.
10.6 The Consultant’s liability cannot exceed the fee for the specific Assignment, even if liability arises from several separate incidents. If the work is divided into phases, liability is limited to the fee for the relevant phase.
10.7 The Consultant is required to maintain standard professional liability insurance.
10.8 If the Consultant shares liability with other contractual partners, the Consultant is only liable for its proportional share.
10.9 The Consultant’s liability expires 3 months after completion of the relevant Assignment.
10.10 The Client must notify the Consultant in writing without undue delay upon becoming aware of any claim. Failure to notify in time voids the Client’s right to claim compensation.

11. Intellectual Property Rights

11.1 The Client owns the finished products/results. This ownership does not prevent the Consultant from using acquired know-how, methods, and general knowledge gained during the Assignment.
11.2 Ownership transfers to the Client only after full payment has been made.
11.3 The Client is responsible for securing any intellectual property rights arising from the Assignment.
11.4 The Client guarantees that the requested work does not infringe third-party rights.
11.5 The Consultant reserves the right to use developed materials as references in promotional contexts, such as on the Consultant's website, social media, and printed marketing materials.

12. Force Majeure

12.1 The following circumstances release liability if they arise after the Agreement and prevent fulfillment: labor disputes or other uncontrollable events such as fire, epidemic, war, mobilization or unforeseen military call-ups, currency restrictions, riots, unrest, lack of transport, general shortage of goods, operational restrictions, and supplier delays due to similar events.
12.2 Either party may terminate the Agreement in writing if performance becomes impossible within a reasonable time due to one or more of the above-mentioned circumstances.

13. Confidentiality

13.1 Both parties must keep confidential all non-public information and materials concerning the other party.
13.2 This obligation also applies to employees, subcontractors, and external advisors involved in the Assignment.
13.3 The duty of confidentiality continues after the Assignment is completed and the Agreement ends.

14. Amendment Procedure

14.1 Amendments to the Agreement must be made in writing and signed by both parties.

15. Disputes, Governing Law, and Jurisdiction
15.1 This Agreement is governed by Danish law.
15.2 Any dispute arising in connection with the Agreement shall first be resolved through mediation via the Danish Mediation Institute (www.mediationsinstituttet.dk) under its applicable rules.
Once a dispute arises, either party may submit a request for mediation to the Institute.
Mediation does not waive the right to use remedies such as injunctions or court actions to avoid loss of rights or statutes of limitations.
15.3 If no resolution is reached through mediation, either party may refer the dispute to the Danish courts.