General Terms and Conditions July 2024

1.2 Annex: Appendix to these conditions with specific provisions relating to the service provided.

Client: The natural person or legal entity that has concluded, or will conclude, an Agreement with LeadFighter ApS.

1.3 Conditions: These are general terms and conditions of LeadFighter ApS, including all applicable Annexes.
LeadFighter ApS: Contracted Party: LeadFighter ApS A/S, Inge Lehmannsgade 10. 5. Sal 8000 Aarhus C, Denmark, or its subsidiaries acting under the name of LeadFighter ApS.

1.4 GDPR: EU General Data Protection Regulation 2016/679 (the ‘GDPR’).

1.5 IP Rights: All intellectual property rights and associated rights such as copyrights, trademark rights, patent rights, design rights, trade name rights, database rights, and related rights, as well as rights to know-how and performances on a par with these rights.

1.6 Parties: LeadFighter ApS and Client.

1.7 Personal Data: Each piece of information relating to an identified or identifiable natural person within the meaning of Article 4(1) of the GDPR.

1.8 Service: The Services to be provided to the Client by LeadFighter ApS pursuant to the Agreement, including, if applicable, results of these Services.

2) Scope of agreement

2.1 LeadFighter ApS commits to putting itself and its organization to the best of its ability to serve the Client and deliver the assets agreed upon in the scope on terms of best effort.

2.2 These Terms and Conditions apply to and form an integral part of all offers and quotations of LeadFighter ApS, Agreements, and any other legal acts related thereto between LeadFighter ApS and the Client or its legal successor. The specific Annexes also apply as agreed between LeadFighter ApS and Client. If this general part of these Conditions is contrary or incompatible with any aspect of the provisions in the Annex agreed between LeadFighter ApS and the Client, the provisions in the Annex(es) concerned will prevail.

2.3 Once these Conditions have been applied to a legal relationship between LeadFighter ApS and the Client, the Client is deemed to have agreed in advance to the applicability of these Conditions to any Agreements concluded or to be concluded thereafter.  If and insofar as any provision in these Conditions is declared null and void or is annulled, the other provisions in these Conditions will remain in full force. In that case, the Parties will consult to determine a new provision to replace the provision that is null and void or has been annulled, thereby taking the purport of the void or annulled provision into account as far as possible. In the case of a conflict between provisions in an agreement and these conditions.

2.4 In the event of a conflict between these Conditions and a specific Annex, the provisions in the specific Annex(es) will prevail.

2.5 In case of a conflict between these conditions and Danish Law, Danish law prevails.

3) Agreement and Quotations

3.1 Quotations and other offers by LeadFighter ApS are without obligation to perform if not accepted/confirmed by the Client unless LeadFighter ApS has explicitly indicated otherwise in writing.

3.2 Offers and quotations lose their validity four (4) weeks after their date unless otherwise indicated in writing.

3.3 The Client guarantees that the details disclosed by, or on behalf of it, to LeadFighter ApS, on which LeadFighter ApS has based its quotation/offer, are correct and complete. If those details prove not to be correct or complete, LeadFighter ApS is entitled to modify the quotation/ offer.

3.4 An Agreement is formed when LeadFighter ApS has received written confirmation from the Client of an unmodified valid quotation and/or offer made by LeadFighter ApS.

3.5 Commissions issued (confirmations/orders placed) by the Client are irrevocable.

3.6 LeadFighter ApS is always authorized to terminate negotiations without stating reasons without being liable for any damage/loss caused, and without being obliged to continue negotiations.

3.7 If it has been agreed that the Agreement will be performed in phases, LeadFighter ApS is authorized to postpone the commencement of the Services that form part of a subsequent phase until the Client has approved the results of the prior phase in writing.

3.8 LeadFighter ApS is not obligated to follow instructions that alter or add to the content or scope of the agreed Services; if such instructions are followed, the activities concerned must be paid following LeadFighter ApS’s usual rates, and LeadFighter ApS will notify the Client of this situation.

3.9 If the client requests changes to scope and/or agreement, LeadFighter ApS is entitled to change the entire time schedule of the services/projects previously agreed and adjust the price accordingly.

3.10 LeadFighter ApS is entitled to have the Agreement carried out by third parties wholly or in part or to engage third parties to perform the Agreement.

3.11 If applicable, given the type of Services (but in any case, excluding digital marketing Services), Services will be deemed by the Parties to have been accepted if the Client has not informed LeadFighter ApS and substantiated in writing and in sufficient detail, within ten (8) working days after delivery of the Services concerned, that the Services are not accepted and the reason(s) why.

3.12 If the Services are not accepted and the Client can sufficiently demonstrate that the Services provided do not fulfill the Agreement, LeadFighter ApS must replace or adapt the Services within a reasonable deadline. If the Client does not accept the Services again, the Parties will perform the acceptance procedure. This procedure will be repeated if the Client again substantiates, during the new acceptance test, the reason(s) why the Services provided do not fulfill the Agreement. If the Client does not sufficiently demonstrate that the Services provided do not fulfill the Agreement, LeadFighter ApS is entitled to full payment without further reservations and/or negotiations.

4) Prices and terms of payment

4.1 All prices are exclusive tax (VAT) and other government levies. The prices are based on performance during normal working hours.

4.2 Work not stated in the quotation/offer is not covered by the Agreement, or work that is unplanned and performed during normal working hours may lead to an overall price increase. LeadFighter ApS shall inform the Client within a reasonable time. Unless explicitly agreed otherwise in writing, price indications, estimates, budgets, and/or cost estimates issued by LeadFighter ApS are merely for information purposes, and no rights or expectations may be derived from them. Only if the Parties have agreed on a fixed price is LeadFighter ApS obliged to inform the Client when a cost estimate or estimate will be exceeded.

4.3 All prices indicated in writing or electronically by LeadFighter ApS are subject to programming, typing, or spelling errors. LeadFighter ApS is not bound by such errors and/or spelling mistakes.

4.4 The Parties will set down in the Agreement the date or dates on which LeadFighter ApS will charge the fee for Services to the Client. The Client will pay invoices following the terms of payment stated on the invoice. The client must pay within eight (8) days after the invoice date. All payments must be made without any deduction, suspension, or set off.

4.5 The payments made by the Client will first be used to pay all due interest and costs and then the payable invoices that have been outstanding the longest, even if the Client states that the payment relates to a later invoice.

4.6 If the Client does not pay the amounts due on time, the Client will be in default, and interest on the outstanding amount may be added following the Danish Act on Interest without any demand or notice of default being required. If, after a written demand, the Client still fails to pay the claim, LeadFighter ApS may refer the debt for collection, in which case the Client will be obliged to pay, in addition to the total amount due, all judicial and extrajudicial costs and fees, including costs of lawyers and (other) external experts.

4.7 LeadFighter ApS is entitled to retain Services still in its possession if the Client does not comply with its payment obligation. During the term of an Agreement, LeadFighter ApS is authorized, with a 1-month notice, to increase the prices for its Services (including hourly rates) if LeadFighter ApS considers this necessary (for example, to adjust for market rate changes).

4.8 Comments or complaints about invoices, bills, and fee statements must be notified by the Client to LeadFighter ApS in writing within fourteen (14) days after receipt of the invoice, bill, or fee statement concerned, failing which the invoice, bill, or fee statement will be deemed to have been accepted by the Client. Such complaints do not suspend the obligation to make payment.

4.9 LeadFighter ApS is entitled to send the Client interim invoices and/or to offset and/or require prepayment for further execution of the Agreement or other security for compliance by the Client.

5) Cancellation, premature termination, and default of agreement

5.1 In the case of one party’s gross violation of its duties in the Agreement, and in the case where the violating party has not started mitigation within seven (7) working days after the non-violating party has given written notice of the violation, the violated party can cancel the contract without further notice.

5.2 In the case of suspension of payments, bankruptcy, or liquidation of one of the parties, the other party can terminate the agreement without further notice,

5.3 If the Agreement is terminated, any Services that LeadFighter ApS has delivered and/or carried out will not be undone, and the Client must pay for those Services unless the Client proves that LeadFighter ApS is in default regarding the material part of those Services.

5.4 Amounts which LeadFighter ApS has invoiced before the termination, in connection with Services that LeadFighter ApS has delivered and/or carried out for the performance of the Agreement, will continue to be payable, with due regard for the provisions of the previous sentence, and will become immediately due and payable at the moment of termination.

5.5 If the Agreement is terminated due to the Client’s violation and/or breach of contract, LeadFighter ApS shall receive full compensation for the loss suffered from the termination and be entitled to the full expected earnings in the Agreement.

5.6 If the Agreement is terminated due to LeadFighter ApS’ violation and/or breach of contract, LeadFighter ApS’ cumulated liability can never exceed the total estimated payment received and invoiced by the Client according to the Agreement at the current time. Can the breach of contract and/or violation be contained to a specific part of the Agreement; the liability is limited to the payment received from this specific part of the Agreement.

5.7 LeadFighter ApS liability does not include the breach of contract and/or violations caused by 3rd parties to which LeadFighter ApS, after agreement or acceptance from the Client, has delegated part of the Service and Agreement’s completion. The Client must direct any such claims/losses arising from 3rd parties’ violations directly towards the responsible 3rd party.

6) Liability and Force majeure

6.1 A Party will not be liable for non-fulfillment of its obligations if that Party can prove that such non-fulfillment is due to circumstances beyond its control and that the Party could not be expected, on or after the conclusion of the Agreement, to have foreseen, avoided, or overcome such circumstances or their consequences (force majeure).

6.2 Force majeure includes (without limitation) war, civil war, riot, public restrictions, regulatory orders, import or export prohibition or other public intervention, fire, natural disasters, floods, vandalism, theft, failing energy supply, breakdown of communication lines, disruptions in Internet connection, seizure of funds, industrial disputes, lockouts and strikes, disease outbreak, epidemics, pandemics, delay/failure by LeadFighter ApS’s suppliers/subcontractors or any other extraordinary event beyond the Party’s reasonable control.

6.3 In the event of force majeure, the Party’s obligations will be suspended until the Party can again perform its obligations. If the force majeure lasts for more than thirty (30) days, either Party is entitled to terminate the Agreement without being obliged to reimburse any loss or damage, undo any work, or pay any compensation for such termination. However, the Client must pay LeadFighter ApS for Services already performed.

6.4 If LeadFighter ApS can still perform in part at the time of the force majeure, or if it has performed, it is authorized to perform this Service and invoice it separately, as if it is concerned with a separate Agreement.

7) IP rights and Property

7.1 When the final product is delivered to the client, the client only takes ownership of the delivered material. There is no transfer of IP rights or rights to ideas, prototypes, design elements, work files, or any other work LeadFighter ApS does during the project. The client takes ownership of the final product only.

7.2 At the end of the project, the source code for websites or mobile apps can be shared with the Client. These tasks are invoiced at LeadFighter ApS’s normal hourly rate and necessary material expenses.

7.3 Rights for using third parties’ material, e.g., music, actors, photography, plugins, services, hosting, etc., are licensed as part of the project, and the Client’s usage of this delivered project is subject to that these rights are not breached. After the delivery, the Client bears the responsibility for this.

7.4 The Client owns and can use the delivered material as they see fit, except where limited by agreement or by limitations in IP rights. The Client must pay any third-party fee needed to continue using the product after delivery.

7.5 LeadFighter ApS maintains full ownership of any work done that is not explicitly part of the final delivery.

7.6 Rights/property to any delivered product(s) are still considered rights/property of LeadFighter ApS until the full amount of the invoice related to the delivered product is paid.

8) Confidentiality

8.1 The Parties will treat all information they obtain from one another, in any form whatsoever – written, verbal, electronic, or physical – including but not limited to software, (source) codes, programs, applications, customer details, know-how, technical specifications, documentation (‘Confidential Information’) as strictly confidential. They will keep it secret during the term of the Agreement and for five (5) years after the end of the Agreement.

8.2 The Parties will only use Confidential Information for the purposes for which it was disclosed and, in doing so, will observe at least the same duty of care and safeguards that apply to their own internal confidential information. The Parties will only disclose the Confidential Information to employees and employees of affiliated businesses and subcontractors insofar as is necessary within the framework of the (implementation of the) Agreement. Comparable provisions concerning confidentiality must be imposed on these employees and subcontractors.

8.3 The obligations to maintain secrecy about Confidential Information do not apply insofar as the receiving Party can demonstrate that the information concerned:

i) was already familiar with it when it was received.

ii) was already publicly known when it was received.

iii) became publicly known after receipt, which is not attributable to the receiving Party.

iv) was received in a lawful manner from third parties, along with the right to communicate it publicly without any obligation to maintain secrecy.

v) must be disclosed pursuant to legislation or regulations or pursuant to a court order, and the disclosing Party has informed the other Party of such an obligation to communicate it to the public.

vi) was made public with the approval of the Party disclosing it.

9) Applicable and competent court

9.1 These Conditions, the Agreement, and the Annexes are exclusively subject to Danish law.

9.2 The applicability of the Vienna Sales Convention (CISG) is expressly excluded. Disputes that arise between LeadFighter ApS and the Client within the framework of, or in connection with, these Conditions, the Annexes, and/or the Agreement, and which cannot be settled in good spirit, shall exclusively be submitted to the Copenhagen Maritime and Commercial Court (Sø- og Handelsretten) in the first instance.