Terms of Business

Application

The terms and conditions apply to all of Mediator's services. The terms and conditions below apply to the extent that they are not waived by written agreement between the customer and Mediator.

Subcontractors

Mediator is entitled to have others perform tasks on Mediator's behalf, in whole or in part. Such use of subcontractors does not change the responsibilities described in these terms and conditions.

Confidentiality, non-disclosure and access to information

The mediator undertakes to treat all information that is clearly marked confidential upon receipt or where it is otherwise stated that the information must be treated confidentially, as confidential. At the client's request, a separate confidentiality agreement can be drawn up.

Exceptions to the confidentiality obligation apply to information

• which were demonstrably already publicly available at the time of transfer, or
• which has subsequently become generally available to the public, or
• which is subsequently disclosed to the Mediator by a third party who has a legal right to disclose information and has no obligation of confidentiality.

The mediator undertakes to treat the results of the tasks performed as confidential.
This means that third parties, including authorities, can only access the results if the customer explicitly requests this or if it is necessary as part of the solution of the task.

When the Mediator undertakes an assignment that includes an assessment of a service provided by a third party, the customer must, if necessary, indicate in writing that the Mediator may contact the third party on behalf of the customer to seek information for use in resolving the assignment.

Mediator undertakes to keep confidential the insight gained in the collaboration with customers and other partners into their business methods, strategies, finances and other confidential matters from third parties. Similarly, Mediator's customers and partners may not disclose the insight gained into Mediator's business methods, prices, finances and other confidential matters from third parties. This obligation of confidentiality applies without time limitation and also applies after the possible termination of the collaboration.

Responsibility

Unless otherwise agreed, the Mediator's advice is based on the legislation in force at the time of the assignment and the Mediator does not guarantee future changes in the law that were not or could not be expected to be known at the time of the assignment.

According to the general rules of Danish law on compensation, the mediator is liable to the client for errors and omissions in the resolution of the assignment, however, with the limitations set out below.
The mediator is only responsible for direct losses incurred by the customer and is therefore not liable for operating losses, loss of time, loss of profit or other indirect losses.
The mediator is also not responsible for any increased costs incurred by the client in connection with a delay in performing a task for the client.
If the task solution includes or consists of statements or assessments that are based on estimates made by the Mediator, the Mediator remains free from liability, regardless of whether it can later be documented that there are errors in these estimates.

Mediator's professional liability, including product liability, is covered by professional liability insurance with an insurance amount of up to DKK 10 million.
Liability for advice in connection with the individual assignment is limited to 10 times the fee for the assignment in question, however, capped at DKK 500.000.

Mediator cannot be held liable for damages that have not been claimed in writing within 1 year after Mediator's delivery of the service or product on which or which liability is based. The customer is obliged to notify Mediator in writing as soon as he has become aware of the existence of a possible liability for damages for Mediator. Notwithstanding the aforementioned 1 year period, Mediator is not liable for damages that could not have been foreseen with the knowledge and technology available at the time of completion of the service or product.

If, in addition to the Mediator, there are one or more persons liable to the customer, the Mediator is only liable for a portion of the damage caused that corresponds to the portion of the total fault shown by the Mediator.

Mediator is not liable for damages that occur in connection with the use of a service provided by Mediator if the use is outside the scope that can be expected based on the task assigned or the described purpose.

Samples, etc., made available to the Mediator in connection with the provision of advice will not be returned unless otherwise agreed.

Mediator is not liable for any errors committed by other advisors to whom Mediator has referred the customer, nor is Mediator liable for any errors committed by subcontractors to whom Mediator, in agreement with the customer, has entrusted parts of the solution of the assignment.

rights

Mediator has all intellectual property rights to the material prepared by Mediator, including but not limited to copyrights, trademark rights, know-how, patent rights, including as these may result in reports, safety data sheets, approvals, etc. The customer obtains a (non-) exclusive license through the agreement to utilize the material to the extent provided for and in connection with the customer's usual business.

Intellectual property rights (e.g. the right to prequalify with authorities for subsequent assignments) created by Mediator in connection with the completion of an assignment belong to Mediator, unless otherwise agreed in writing.

Know-how and other technical knowledge that Mediator develops and generates in connection with the collaboration with the customer or as part of the agreement can be freely used by Mediator after the completion of the assignment.
Mediator is entitled to use the client's name and the deliverables as a reference, as well as a brief description of the project, in its own marketing material.

Delivery and archiving

When receiving an order/task, the customer must specify an address for receiving results and an invoicing address.
Results are generally delivered in electronic form, but can be delivered in written form by agreement.
All written advice and related documents are archived at Mediator for 1 year. However, longer archiving periods can be agreed upon individually.

Publication of delivered material

Reports prepared by Mediator may only be published in their entirety. The client shall inform Mediator prior to publication of the prepared material and when publicly reproducing the prepared material, Mediator's name must be stated and Section 3 of the Copyright Act must be respected.

If the parties agree to this, and it is confirmed in writing, they may refer to the collaboration with third parties, for example by links to each other's websites or links in marketing material.

The Customer may not mention or refer to Mediator or Mediator's employees in advertising and marketing measures unless prior written permission has been obtained from Mediator in each individual case.

Provided course/teaching material or other, e.g. legal material and news information, may not be reproduced without prior written consent from Mediator.

Price and payment terms

Invoices are due for payment net 8 days from the invoice date unless otherwise agreed in writing. If payment is not made on time, default interest of 1,5% per month commenced will be calculated. All prices are exclusive of VAT and all prices for fixed services and ongoing agreements will be adjusted each year in January.

Any transportation costs are not included in hourly and daily rates, but are settled separately and in accordance with the state's applicable rates.
The customer is liable for payment of any agreed work requested from a third party. This may include laboratory analysis work, for example.
The client is obliged to pay for the Mediator's work, regardless of whether the expected result is achieved.

Right of withdrawal – change and termination of agreement

Changes to existing agreements or changes in the scope of the assignment must always be agreed in writing with the Mediator and there must be a reassessment of the price and time estimate for delivery of the assignment.

If the customer requests that the work be stopped, postponed or changed, work already performed must be settled at Mediator's normal hourly rate. The customer must reimburse Mediator for the expenses that Mediator has incurred in connection with the solution of the task, be it expenses for third parties, special equipment, analyses, etc. - this regardless of the cancellation or postponement.

When terminating subscription agreements, for example security consultant agreements, legal services and other fixed consultancy agreements, the agreement can be terminated with 90 days' notice to the 1st before a new 12-month cycle begins, unless a special agreement has been entered into in the respective agreements between Mediator and the customer.

Either party may terminate all agreements entered into with written notice if the other party:

1. materially or persistently breaches agreements entered into and fails to remedy this within 14 days of a written request from the other party
2. becomes insolvent or is unable to pay its debts when they fall due.

Cancellation of course / seminar / news day

If cancelled less than 1 week in advance, 50% of the set fee will be charged. A discount may be granted when rebooking the next event of the same type.
Cancellations must be made in writing to be covered by the above. In the event of a no-show, 100% of the agreed upon participation fee will be charged to the person(s) who did not attend.

Force majeure

Mediator is not liable for delays, including in delivery or in the form of service, due to circumstances beyond the company's reasonable control, and is entitled to an extension of the deadline for fulfilling the delivery of the agreed upon. The circumstances may include, for example, strikes, problems with suppliers, government measures, transport or production, as well as natural disasters and war.

If the situation lasts or is expected to last more than 20 days, either party may terminate the contractual relationship with a minimum of 10 days' notice.

In such cases, the mediator is entitled to remuneration in relation to the work performed, plus other agreed expenses, up to the day on which force majeure is claimed.
In this case, the customer is entitled to be handed over/delivered the results of the work performed when the fee is paid.

Dispute resolution

Any dispute arising from this agreement that cannot be resolved amicably will be settled in accordance with Danish law and submitted to arbitration in the municipality where the Mediator has its address.

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