General Terms and Conditions for Procurement of Services

Digital PR ApS, CVR no.: 36552220 (“digitalPR”)

Version 1.0 – updated on July 1, 2024

1. Introduction
   1. Unless otherwise agreed in writing, these General Terms and Conditions for Procurement of Services shall apply between digitalPR and the Consultant when digitalPR procures Services from the Consultant based on individual contracts / purchase orders. The Consultant’s general sales conditions, customary practice etc., or any conflicting, contrary or additional terms and conditions contained in any communi-cation from the Consultant to digitalPR shall not apply unless such additional terms and conditions are expressly accepted in writing by digitalPR.
   2. digitalPR reserves the right to update and amend these General Terms and Conditions at any time. The applicable version of the Terms and Conditions that will be referred to in any dispute, is the version that was in force at the time of accepting an order/entering into an agreement with digitalPR. The latest version of the General Terms and Conditions will always be found on the website. 
   3. If a provision in these General Terms and Conditions is considered to be invalid, unenforceable or void by a court, arbitration or competent authority, the parties are obliged to replace such provision with a valid provision that comes as close as possible to the commercial meaning and purpose of the invalid or void provision.
2. Services
   1. The Services that shall be delivered to digitalPR is specified in a separate contract, a schedule of services, or a purchase order.
   2. All material to be distributed or otherwise published by the Consultant as part of the Services shall be presented to digitalPR or its relevant client before publication.
   3. The Consultant shall at regular basis and always together with an invoice submit a Proof of Execution (“POE”) to digitalPR documenting the generated activities and that the Services have been delivered as agreed in the purchase order, contract, or schedule of services. The consultant shall use its best efforts to achieve agreed goals but digitalPR acknowledges that there are no guarantees that the Services will achieve certain goals, since results are influenced by many variables beyond the Consultant’s control. 
   4. The parties may agree on specific KPIs, which the Consultant shall adhere to. digitalPR will evaluate the Consultant’s performance on a regular basis.  
   5. The Consultant shall ensure that in providing the Services it shall at all times comply with applicable legislation, including without limitation, all marketing rules, fair trading practices, possible tax obligations and customs duties. DigitalPR shall not be liable for any claims, loss or fiscal aspects related to the Services.
   6. The Consultant shall notify digitalPR immediately if it becomes aware of any circumstance, which may adversely affect the ability of the Consultant to provide the Services in accordance with these Terms and Conditions, purchase order and/or contract. 
   7. The consultant warrants to digitalPR that it will not give permission to any third party to use the Services, nor any of the intellectual property rights in the Services, without digitalPR’s implied or specific consent.
   8. Save as otherwise expressly agreed between the parties, nothing in these General Terms and Conditions or any separate contract between the parties shall be construed as creating any agency, partnership, or joint venture relationship between the parties and neither party shall be capable of binding the other to any obligation save as may be expressly contemplated and provided for herein or in a separate contract between the parties.
   9. In case the Consultant engage with a sub consultant to perform its Services to digitalPR, the Consultant shall be authorized to act as the digitalPR’s agent in dealing with such sub consultants (e.g. social media PR, influencer PR, sourcing data from various platforms for the purpose of creating reports etc.). Such procurement of service from a sub consultant shall be informed and approved by the digitalPR prior to the procurement. Engaging with a sub consultant shall not relieve the Consultant from its obligations towards digitalPR. 
3. Samples, materials, etc.
   1. digitalPR or its clients may supply needed materials, samples etc. to the Consultant to be used in connection with performance of the Services. The ownership to such material and samples etc. shall not pass to the Consultant. Such samples and materials are provided by digitalPR “as is” without any warranties or representations, express or implied.  
   2. digitalPR disclaim all liability for damages of any kind arising out of or in connection with the use or transportation of the samples, materials etc. digitalPR shall under no circumstances be liable for any fiscal aspects or consequences for the Consultant or its sub-consultants related to the delivered samples, materials etc. 
   3. On the expiration or termination of the contract, the Consultant shall return to digitalPR or its clients all information and advertising material, samples etc. belonging to digitalPR or its clients. 
   4. digitalPR shall not be liable for any delay or interruptions in Services resulting from a delay in delivering materials, samples etc. to the Consultant. 
4. Fees and payments
   1. Unless otherwise agreed in writing, digitalPR shall within 30 days of receipt of an invoice pay to the Consultant the agreed fee as outlined in the purchase order or contract. The fee shall be exclusive of VAT (if applicable).
   2. Unless otherwise agreed in writing the Consultant shall on the last working day of each month submit to digitalPR an invoice with gives details of the hours spend in connection with the performed Services and the amount payable for such Services during that month. 
   3. digitalPR shall be entitled to deduct from the fees and other sums due to the Consultant any sums that the Consultant may owe to digitalPR at any time.
   4. digitalPR is under no obligation to pay the Consultant if the Consultant has not delivered the agreed Services or KPIs. 
   5. In the case of late performance of payment by digitalPR, the Consultant may charge interest on such overdue sum on a day to day basis from the original due date until paid in full in accordance with the Danish Interest Act. 
   6. In case a monthly/quarterly retainer fee is agreed, digitalPR shall separately pay for any PR activities or additional Services, which are not included in the monthly retainer fee. Before the Consultant commence such PR activity outside of the Services included in the retainer fee, digitalPR shall approve in writing. 
   7. The Consultant may invoice any additional and necessarily external costs incurred the Consultant in connection with carrying out the agreed Services, such as artwork, photography, printing, media monitoring, market research, exhibition and display materials, promotion etc. on behalf of digitalPR and other out of pocket expenses. Such costs shall be charged to digitalPR monthly by showing copy of relevant invoices from third parties. Unless otherwise agreed, the Consultant is entitled to include a mark-up fee of maximum 5 % on all invoices from third parties to cover administration, credit risks etc. Any external costs shall be agreed with the digitalPR prior to commitment.
5. Intellectual Property Rights
   1. The Consultant may use digitalPR’s or its client’s trademarks, trade names or any other symbols, but only for the purpose of fulfilling the Services.
   2. The Consultant warrants that the performance of the Services shall not infringe the rights of any third party. The Consultant undertakes to indemnify, keep indemnified, defend, and hold digitalPR harmless against any claims that the Services infringe any third parties’ rights. 
   3. The Consultant shall neither register, nor have registered, any trademarks, trade names or symbols of digitalPR or its clients.
   4. The right to use digitalPR’s or its client’s trademarks, trade names or symbols, as provided for under this provision no. 5, shall cease immediately for on the expiration or termination for any reason of the contract or agreement between the parties. 
   5. The Consultant or any of its sub-consultants retains the ownership to any intellectual property rights (e.g. copyrights) that may come into existence for the Consultant or its sub-consultants in connection with delivering the Services and in in accordance with applicable laws.  The IP rights to the material produced in connection with delivering the Services to digitalPR shall be transferred to digitalPR or its clients. 
6. Warranties
   1. The Consultant warrants to digitalPR that the Consultant
      • will provide the Services in a timely manner and to the standard of skill, knowledge, care and foresight that is reasonably and ordinarily expected from an experienced agency engaged in providing services which are the same as, or similar to, the Services provided by digitalPR;
      • shall comply with all reasonable instructions given by digitalPR or its clients in relation to the Services; 
      • shall ensure there are at all times sufficient, competent and properly trained and qualified staff, agents or sub-consultants employed or engaged in, and adequate resources made available for the performance of the Services; 
      • shall perform all elements of the Services in accordance with these Terms and Conditions, any agreement between the parties and good industry practice;
      • shall perform the agreed Services in accordance with all applicable laws and obtain and maintain all necessary licenses and permits required to provide the agreed Services; and
      • shall do its best to avoid doing any actions or omissions, which does or might prejudice, harm, bring into disrepute or damage digitalPR’s or its client’s names, businesses, brands, goodwill, its relationship with customers or customers’ perception of digitalPR or its clients.
7. Indemnification and Force Majeure
   1. The Consultant undertakes and agrees to indemnify digitalPR from and against all claims, damages, costs, losses and liabilities incurred by or awarded against or paid by digitalPR as a result of or in connection with any breach by the Consultant, its staff, or the Consultant’s  sub-consultants of any provisions of a contract between the parties, including these Terms and Conditions or any act or omission of the Consultant, its staff, or the Consultant’s sub-consultants. 
   2. digitalPR’s liability is always limited to the amount of the fees for the Service paid to the Consultant. 
   3. In no event shall either party be liable to each other for any loss of profits, consequential, special or incidental damages. 
   4. Neither party is liable for a failure to perform any of its obligations if it proves that the failure was due to a Force Majeure and that it could not reasonably be expected to have taken the impediment into account at the time of the conclusion of the contract or to have avoided or overcome it or its consequences. If a party is made impossible to fulfill its obligations for longer than 30 days due to Force Majeure, the other party has the right to terminate the contract/purchase order. 
8. Confidentiality
   1. Except in any proceeding to enforce any of the provisions of an agreement between the parties, or as otherwise required by law, governmental regulation or binding court order, neither party will, without the prior written consent of the other party (i) publicize or disclose to any third party, either directly or indirectly, or (ii) use for any other purpose than the proper fulfillment of its obligations under an agreement, any of the following (“Confidential Information”):
      • any confidential or proprietary information or data received from a party except from
      • any of the terms or conditions of any commercial agreement between the parties; or
        • information that is or becomes generally available to the public other than as a result of disclosure by the receiving party, or
        • is or becomes available to the receiving party on a non-confidential basis from a source which to the receiving party’s knowledge, is not prohibited from disclosing such information to the receiving party by a legal, contractual or fiduciary obligation.
   2. If either party is served with a legally binding order by a court or governmental authority requiring the disclosure of any Confidential Information, then that party will immediately notify the disclosing party and will use its best efforts to permit the disclosing party, at its sole cost and expense, a reasonable period of time to intervene and contest disclosure or production.
   3. The parties shall each make any of its directors, employees, servants or agents to whom the other party’s confidential information is disclosed aware of the obligations of confidence and non-use.
   4. Each party will restrict all Confidential Information to its respective agents and employees on a “need to know” basis.
   5. On termination of the agreement or any time at the other party’s request the parties shall each forthwith return to the other party or at the other party’s option, destroy all copies of the other party’s confidential information then in its possession and all other documents or materials in its possession in so far as they contain confidential information relating to the other party.
   6. This provision 8 shall survive for five years the termination or expiration of the agreement between the parties.
9. Clients in the same industry
   1. The Consultant guarantees:
      • that meetings, presentations and work routines are conducted in a way that means no information will be leaked to work groups involved in competing assignments.
      • that documents and files are kept separate so that no insight can be gained into competing businesses.
   2. This provision 9 shall survive for five years the termination or expiration of the agreement between the parties.
10. Term and Termination
    1. The term of any agreement between the parties shall commence on the date of signing or the date of the order confirmation. 
    2. Unless otherwise agreed between the parties, an agreement shall continue in force and effect for the period agreed separately between the parties or until the agreed Service is delivered. Thereafter the agreement will automatically expire unless it is mutually renewed by acceptance from both parties.
    3. Either party can terminate an agreement in case of the following events:
       • A party commits a material breach of its obligations and fails, in so far as remedy is reasonably possible, to remedy the breach within 10 working days after request by the non-breaching party. 
       • A party applies for or consents to the appointment of a receiver, trustee or liquidator to administer the business or its properties and assets. If by applicable law, the trustee has a right to continue the agreement on behalf of the estate, the trustee shall inform the non-breaching party within 10 working days. 
    4. It is understood that termination of an agreement shall not relieve a party from any liability already incurred by that party at the time of such termination.
11. Personal Data
    1. The Consultant may not use any personal data received for any other purpose than the proper performance of its obligations in connection with the Services and may not transfer or disclose any such personal data to any third party without digitalPR’s written or implied consent or instruction.
    2. The parties agree to comply with applicable personal data protection laws, including the General Data Protection Regulation (GDPR). Furthermore, the parties agree to impose corresponding obligations on their service provides, employees and sub-consultants.
    3. The parties agree that each party acts as an independent data controller, and that, therefore, no data processing agreement will be concluded, since the Services to be carried out by the Consultant does not include the processing of personal data. In this respect, reference is made to the relevant guidance notes of the Danish Data Protection Agency and the European Data Protection Board. In case the Consultant collects and processes digitalPR’s personal data as a data processor to digitalPR, the parties shall agree upon a separate Data Processing Agreement.
       
12. Insurances
    1. The Consultant shall be at all times adequately insured with a reputable insurer against all insurable liability under the contract and against any legal liability (including, without limitation, employer’s liability, professional and public liability) incurred by the Consultant in connection with the performance of the Services and any injury or damage arising from the negligence of the Consultant or its sub-consultants. The Consultant shall produce to digitalPR on request a copy of the policy or policies and evidence of its/their renewal and payment of premiums.
13. Compliance
    1. The parties declares that neither the party, its employees, officers, directors shall engage in any activity that would expose a risk to the other party; hereunder the risk of fines, sanctions, penalties under any applicable law and regulation, including but not limited to regulations related to anti-corruption, anti-bribery, forced slavery, anti-trust or anti-money laundering.  
    2. Each party declare that, at the date of entering an agreement, the party, its directors, officers or employees have not offered, promised, given, authorized, solicited or accepted any undue pecuniary or other advantage of any kind (or implied that they will or might do any such thing at any time in the future) in any way connected with entering the agreement.
    3. Each party also declare that it has taken reasonable measures and will continue to take reasonable measures to prevent sub-consultants, agents or any other third parties, subject to its control or determining influence, from doing so.
    4. The parties will prohibit any form of corrupt practice – including bribery, extortion or solicitation, trading in influence or laundering – in relation with a public official at the international, national or local level, a political party, party official or candidate to political office, and a director, officer or employee of a party, whether these practices are engaged in directly or indirectly, including through third parties.
    5. If a party brings evidence that the other party has been engaging in material or several repeated breaches of this provision 13, it will notify the latter party accordingly and require such party to take the necessary remedial action in a reasonable time and to inform it about such action.  
    6. If the latter party fails to take the necessary remedial action or if such remedial action is not possible, it may invoke a defense by proving that by the time the evidence of breach had arisen, it had put into place adequate preventive measures adapted to its particular circumstances and capable of detecting corruption and of promoting a culture of integrity in its organization.  
    7. If no remedial action is taken or, as the case may be, the defense is not effectively invoked, the first party may, at its discretion, either suspend or terminate the agreement, it being understood that all amounts contractually due at the time of suspension or termination of the agreement will remain payable, as far as permitted by applicable law.
14. Dispute Resolution
    1. These General Terms and Conditions and every agreement entered between digitalPR and the Consultant shall be governed by Danish law excluding any conflict of laws rule that would refer the matter to another country’s laws.
    2. 14.2 Any dispute arising out of or in connection with these General Terms and Conditions, any agreement between digitalPR and the Consultant, including its conclusion, construction and end, is to be settled before the Danish Maritime and Commercial High Court as first instance.