1.1 – These terms and conditions (these “Terms”), are entered into by and between Bazoom Group ApS, busi-ness registration no. 41638745, Vestergade 48H, 2., DK-8000 Aar-hus C, Denmark, (the “Company”) and the entity (the “Customer” and the Company and the Customer in-dividually a “Party” and collectively the “Parties”) accepting and placing the order for services provided by the Company as agreed in the order. These Terms govern the Parties’ rights and obligations with regards to the delivery of services from the Company to the Customer.
1.2 – These Terms and the order, includ-ing any appendices enclosed to the order, form the entire agreement be-tween the Company and the Cus-tomer (the “Customer Agree-ment”). The effective date of the Customer Agreement is the date, the Customer places the order in the Company’s proprietary platform (the “Order Platform”) or directly to a representative of the Company (the “Effective Date”).
1.3 – These Terms apply to all services provided by the Company to the Customer, including but not limited to the Company’s link-building be-tween the Customer and third par-ties (e.g. publishers) and preparation of articles, regardless of the ordering method.
2.1 – The Company may, at its sole dis-cretion, engage one or more subcon-tractors or other third parties to per-form and deliver (all or part of) the services under the Customer Agree-ment on its behalf.
3. ADDITIONAL SERVICES
3.1 The Customer may acquire addi-tional services (the “Additional Services”) from the Company. The specific terms, conditions, delivery and pricing for these Additional Ser-vices shall be agreed separately be-tween the Parties on a case-by-case basis and shall be concluded in writ-ing either by placing an order in the Order Platform, a similar written in-strument, e.g. email or by phone to a Company representative.
3.2 Unless otherwise specifically speci-fied in the agreement concerning the Additional Services, these Terms shall also apply to the Company’s delivery of the Additional Services.
4.1 The Customer shall pay the agreed prices for the services set out in the order. All prices stated in the Order Platform are exclusive of VAT. The Company may adjust the prices and the price model in the Order Plat-form at any time.
5. PAYMENT TERMS
5.1 Payment of a specific invoice shall be made by the Customer no later than 8 days after receipt of the invoice. In case of late payment, the Company shall be entitled to charge default in-terest in accordance with section 5(1) of the Danish Interest Act (in Dan-ish: Renteloven).
5.2 If a service cannot be provided for reasons for which third parties (e.g. publishers) are responsible or cannot be provided within the period agreed in the order, the Customer will re-ceive a credit note for amounts paid to the Customer’s specific credit ac-count set up by the Company unless the Parties have agreed otherwise in an mutual written agreement.
5.3 The Company will inform the Cus-tomer of the non-completion of the service and the crediting to the credit account.
6. ACKNOWLEDGEMENTS, REP-RESENTATIONS AND WAR-RANTIES
6.1 The Customer acknowledges, that the service is delivered based on the information provided to the Company by the Customer.
6.2 The Customer acknowledges that the risk of validity and correctness of the information provided to the Company by the Customer lies solely with the Customer.
6.3 The Company makes no warranty with regards to the service resulting in any increased revenue or other re-sults, such as increased online traffic or reputational tracking, for the Cus-tomer.
7.1 The Parties rights to their names and trademarks will remain their separate and sole property, however the Company is entitled to use the name and trademarks of the Client for marketing purposes.
8.1 The Customer agrees to indemnify and hold the Company and its affili-ates, directors, officers, employees, agents and suppliers harmless from and against any liabilities, losses, damages or costs, including reason-able attorneys’ fees, incurred in con-nection with or arising from any third party allegations, claims, ac-tions, disputes, or demands asserted against any of them as a result of or relating to the Company’s use of the information provided by the Custom-er for the service delivery or any will-ful misconduct on the Customer’s part. This includes any allegations, claims, actions, disputes for in-fringement of any marketing practices legislation.
9. LIABILITY AND LIMITATION OF LIABILITY
9.1 The Parties are liable for damages in accordance with the general rules of Danish law for any loss that the other Party may suffer subject to the limitations set out below.
9.2 The customer may not in any way use the Bazoom market-place/platform as a lead list. If this happens the customer will be banned for life and any direct proven lost revenue for the Company shall be paid by the customer to the company.
9.3 The Company shall not be held lia-ble for any indirect loss, including any operating loss, loss of time, costs related to investigations of a defect, loss or damage related to effects on other software, loss or damage caused by the service delivery.
9.4 The Company disclaims any product liability and any liability for the va-lidity of the information provided by the Customer.
9.5 The Company’s liability shall in any case be limited to value of the order.
10.1 Each Party shall treat as confiden-tial all information obtained as a re-sult of, or in connection with, enter-ing into or performing the Customer Agreement which relates to (a) the provisions of the Customer Agree-ment, (b) the confidential infor-mation in the Order Platform or (c) the other Party.
10.2 The confidentiality obligation takes effect when the Customer gets access to confidential information (e.g. when the Customer is given access to the Order Platform) and shall remain in effect in 5 years after the termina-tion of the termination of the Cus-tomer Agreement.
10.3 Notwithstanding clause 11.1, either Party shall be entitled to disclose any such confidential information (i) as required by applicable law or reg-ulation or pursuant to an order by a court of competent jurisdiction or a governmental authority, (ii) as re-quired by any securities exchange or regulatory authority to which the Party is subject, (iii) with the prior written consent of the other Party, or (iv) for the purpose of enforcing any right or complying with any obliga-tion under the Customer Agreement.
11. FORCE MAJEURE
11.1 Each Party may claim relief from liability for non-performance of its obligations under the Customer Agreement (other than any payment obligations) to the extent that such non-performance is due to any events, acts, omissions, happenings or non-happenings outside such Par-ty’s reasonable control, and which could not have been reasonably fore-seen, avoided or overcome in due time (“Force Majeure Event”). Strikes and lock-outs, internet fail-ures, hacker attacks, denial of ser-vice attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, disasters, explo-sions, fires, floods, riots, terrorist at-tacks and wars shall, for the avoid-ance of doubt, be considered Force Majeure Events.
11.2 A Party shall, promptly after it real-izes or should have realized that a Force Majeure Event has occurred, give written notice thereof to the oth-er Party, setting out the details of the Force Majeure Event, including its effect on the obligations of the af-fected Party and the period for which it is estimated that the Force Majeure Event will continue as well as any action the affected Party pro-poses to take to mitigate its effects.
11.3 A Party, whose performance of its obligations under the Customer Agreement is affected by a Force Majeure Event, must take reasona-ble steps to mitigate the effects of the Force Majeure Event.
11.4 Upon the Force Majeure Event ceas-ing to cause the affected Party to be unable to comply with its obligations under the Customer Agreement, the affected Party shall promptly notify the other Party hereof. Following such notification, the affected Party shall resume its performance of the Customer Agreement in accordance with its terms.
12. GOVERNING LAW
12.1 The Customer Agreement and any dispute or claim arising out of or in relation to the Customer Agreement shall be governed by and construed in accordance with Danish law with-out regard to its principles on choice of law.
13.1 Any dispute arising out of or in con-nection with the Customer Agree-ment, including any disputes regard-ing the existence, validity or termi-nation hereof, shall be settled by the ordinary Danish courts, with the City Court of Aarhus as the court of first instance.