General Terms & Conditions of Service

APPLICABILITY AND SCOPE

1. These general terms and conditions (“Conditions”) apply to the provision of services by weareRELOAD ApS, CVR no.: 43985469 (“weareRELOAD”).
2. The specific services to be provided will be as detailed in the Statement of Work (“SOW”), agreed upon and signed by both parties.
3. 1. 1. Changes and additions to the contractual relations between the parties are only valid if the parties have agreed to them in writing.

OFFERS, PURCHASE ORDERS AND ORDER CONFIRMATIONS

1. Any offers by weareRELOAD shall be valid for 14 days from the date that the offer is dated or issued, unless otherwise specified in the offer.

FEES 

1. The Buyer agrees to pay the fees as set out in the SOW. 
2. Any additional services not detailed in the SOW will be charged separately at weareRELOADs standard rates unless otherwise agreed in writing.
3. Expenses for the purchase of software licenses or anything else that is necessary in direct connection with the execution of the service are reimbursed by the Buyer at cost price plus a handling surcharge of 10%, unless otherwise agreed in writing.
4. All prices are exclusive of VAT, taxes, duties or similar.
5. 1.  

PAYMENT CONDITIONS

1. Unless otherwise agreed in the SOW, payment shall net fifteen (15) days of receipt of invoice.
2. If payment is not made as specified, this is considered a material breach of contract which entitles weareRELOAD to terminate the agreement and/or cease work until payment has been effected.
3. 1.  

DELIVERY

1. Delivery takes place at the time agreed upon with the Buyer.
2. If no delivery time has been agreed, delivery takes place when weareRELOAD’s work is completed.
3. In case of weareRELOAD delivering managed sales, the delivery period shall be determined subject to the auction and market conditions.
4. For the rectification of major defects, deviations, or shortcomings, which weareRELOAD is not reasonably at fault for or could not have avoided, the Buyer will be invoiced at the agreed hourly rate.
5. If the Buyer could reasonably have drawn weareRELOAD’s attention to a defect, shortage, or deviation well in advance of a delivery, and the Buyer has not done so, and the lack of action has significance for the extent of the rectification, the Buyer will be invoiced at the agreed hourly rate.
6. 1.  

INTELLECTUAL PROPERTY RIGHTS

1. weareRELOAD reserves the right to reuse general parts of code and materials created in connection with the service internally or for other customer projects. 
2. The Buyer guarantees that all text, graphics, images, design, trademarks, or other content transferred to weareRELOAD for use in the product is owned by the Buyer, or that the Buyer has the required permissions from the rightful owner. The Buyer shall indemnify and hold weareRELOAD harmless for any claims arising out of unauthorized use of content provided by the Buyer.
3. 1.  

CONFIDENTIALITY

1. The parties are mutually obliged to keep secret all information not universally known as well as any material about the other party.
2. This duty of secrecy covers employees, sub-suppliers any external advisors or other personnel contributing to the performance of the services.
3. This duty of secrecy also applies after delivery of the services.
4. 1.  

LIMITATION OF LIABILITY

1. weareRELOAD shall be liable for errors and omissions in connection with the performance of the services under Danish Law with the modifications applied in these terms.
2. weareRELOAD shall not be liable for operating loss, loss of profits or any other indirect or consequential loss whatsoever.
3. weareRELOADs liability in damages cannot exceed the fee for performing the specific services, and this is irrespective of weareRELOAD being held liable for several individual claims. If the performance of the task is divided into phases, weareRELOADs maximum liability in damages will be the fee for performing the specific phase of the services.
4. weareRELOADs liability will cease 1 month from the conclusion of the services to which the error or omission relates.
5. The Buyer must complain in writing to without undue delay after the time when the Buyer becomes aware or should have become aware of the existence of a possible liability in damages. If the complaint is not put forward in due time, the Buyer will lose his right to hold weareRELOAD liable.
6. Furthermore, weareRELOAD shall not have product liability beyond the mandatory rules of the Product Liability Act.
7. weareRELOAD shall not be liable for losses and damages because of technical errors, including server breakdowns or lack of access to weareRELOADs or weareRELOAD’s suppliers’ servers, data damage due to communication problems in the technical systems, failures in power supply or telecommunication systems.
8. 1.  

FORCE MAJEURE

1. The parties shall be excused from any delay or failure in performance if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of war, fire, insurrection, strikes, lockouts or other serious labor disputes, riots, earthquakes, floods, explosions, or other acts of nature.  The obligations and rights of the party so excused shall be extended on a day-to-day basis for the period equal to the period of such excusable interruption. When such events have abated, the parties’ respective obligations shall resume. In the event the interruption of the excused party’s obligations continues for a period more than thirty calendar days, either party shall have the right to terminate the applicable contract(s) of sale, without liability, upon thirty calendar days’ prior written notice to the other party.

PROCESSING OF PERSONAL DATA

1. weareRELOAD processes personal data with due observance of the General Data Protection Regulation and law. Information on the data subject including name, address, e-mail, telephone number can solely be used in connection with Buyers orders, communication and other purposes related to the business relationship.
2. weareRELOAD complies with the rights of the data subject (including right of access, rectification, deletion, limitation of processing, objection, data portability, complaint and right not to be subject to a decision based solely on automatic processing, including profiling).
3. weareRELOAD will store the data for as long as is necessary for the purpose for which it is processed. weareRELOAD can neither disclose, sell nor otherwise transfer information to third parties, unless the Buyer has agreed to the same.
4. If the data subject wants information on which data is being processed, having data erased or corrected, please contact weareRELOAD.
5. 1.  

TERMINATION

1. The Buyer will always be responsible for of paying for already spent media budgets on relevant platforms up until the termination date or as to where the campaign can be terminated with the platforms that are actively part of the campaign(s).
2. In the event of termination by either Party for any reason, weareRELOAD will be entitled to receive payment for delivered services up to the effective date of termination.

CHOICE OF LAW AND JURISDICTION

1. This agreement shall be governed by and construed in accordance with the laws of Denmark without recourse to its conflict of laws principles.
2. Any dispute arising out of or in connection with this agreement shall be resolved by a Danish court located in the jurisdiction where weareRELOAD have their headquarters.