Terms & Conditions

1. Scope of application

1. CH•CK Consultancy (hereinafter referred to as “CONSULTANT”) agrees to provide consultancy services to the CLIENT (hereinafter referred to as “CLIENT”) in accordance with the terms and conditions outlined herein.
2. The scope of services will be as defined in the project proposal or statement of work agreed upon by both parties.
3. These Terms and Conditions supplement the project proposal or statement of work. In case of contradiction between these Terms and Conditions and individual agreements made in writing, the latter shall take precedence.
4. If CONSULTANT has included these Terms and Conditions in a contract with the CLIENT, they will apply to all future contracts for consultancy services, even if not explicitly referred to in future contracts.
5. The Terms and Conditions of the CONSULTANT apply exclusively. Terms and Conditions of the CLIENT will only apply if this has expressly been agreed in writing.

2. Scope of Services

1. The subject of the contract is the agreed consulting work specified in the project proposal or statement of work, not the achievement of a certain economic success.
2. CONSULTANT may use well-trained employees and expert subcontractors for the execution of the order, with CONSULTANT always remaining directly obligated to the CLIENT.

 

3. Management of changes

 

1. CONSULTANT will consider change requests of the CLIENT, accommodating them within operational capacities and consulting offers.
2. CONSULTANT may carry out minor project changes without prior consent if they correspond to the presumed will of the CLIENT, are urgent, and the CLIENT cannot be reached in time.
3. If a change request increases CONSULTANT’s effort or extends the project timeframe, both parties will negotiate a reasonable adjustment of the contract and remuneration.
4. If the examination of a project modification involves considerable effort, CONSULTANT can demand a separate order for this purpose.
5. Clause 3.3 applies accordingly in case of a project modification according to § 3.2.

 

4. Obligations of CLIENT

 

1. The success of the project requires close cooperation between the parties. CLIENT will continuously support CONSULTANT in the project work and provide comprehensive information deemed necessary by CONSULTANT.
2. CLIENT shall provide accurate and prompt answers to questions essential to CONSULTANT’s work.
3. CLIENT will check interim results for correctness and completeness, informing CONSULTANT of necessary corrections or additions.
4. CLIENT undertakes to assure CONSULTANT in writing of the completeness and correctness of provided information.
5. CLIENT will create necessary organizational, legal, and factual preconditions in the company subject to consultancy.
6. Failure to fulfill cooperation obligations may result in additional expenses reimbursed by CLIENT and may lead to contract termination by CONSULTANT.

 

5. Payment terms

 

1. CLIENT agrees to pay CONSULTANT for the services rendered in accordance with the payment terms specified in the project proposal or as agree upon in writing.
2. Invoices shall be submitted by CONSULTANT at regular intervals or as otherwise specified in the project proposal.
3. Late payments may be subject to interest charges as specified in local regulations or as agreed upon in writing.
4. The amount and the kind of the fee will be regulated in principle by individual contract.
5. Fee rates may increase by 3% at the beginning of each new contract year for contracts exceeding 12 months.
6. Incidental costs, including travel expenses, are not included in fees and will be invoiced separately.
7. Agreed down payments are due immediately upon invoicing.
8.  Other fee invoices are payable within 7 calendar days.
9. The statutory value added tax shall be added to all price quotations and shown separately in the invoices.

 

6. Confidentiality

 

1. Both parties agree to maintain the confidentiality of all information disclosed during the course of the consultancy, including but not limited to trade secrets, proprietary information, and project- related data.
2. The confidentiality obligations shall survive the termination of this agreement.
3. CONSULTANT may only disclose confidential information with the prior consent of the CLIENT.
4. The duty of confidentiality according to § 6.1 does not apply to confidential information if and as far as
   a) These were already lawfully in the possession of CONSULTANT before disclosure and without any obligation of secrecy;
   b) These were lawfully transmitted to CONSULTANT after conclusion of the contract by a third party without obligation of secrecy;
   c) These have been published without the intervention of CONSULTANT or have otherwise become generally known through no fault of CONSULTANT;
   d) CONSULTANT is obliged to provide information to authorities, the judiciary or other third parties due to mandatory legal provisions or official orders;
   e) The CLIENT has agreed to CONSULTANT passing on the information according to § 6.3.
5. CONSULTANT is allowed to use the fact that a contractual relationship exists or has existed between the CLIENT and CONSULTANT as well as its concrete activity as a reference, in particular within presentations, events or in its company brochure.

 

7. Duration and termination

 

1. This agreement shall commence on the effective date and continue until the completion of the consultancy services, unless terminated earlier by mutual agreement or for cause.
2. Either party may terminate this agreement with written notice in the event of a material breach by other party. 
3. Extraordinary grounds for termination include lack of agreement on remuneration for necessary substantial changes, default of acceptance, delays in payment, or substantial deterioration of the CLIENT’s financial circumstances. 
4. In the event of extraordinary termination by CONSULTANT due to conduct of the CLIENT in breach of the contract, the CLIENT shall owe CONSULTANT compensation for all damages caused by the premature termination of the contract, excluding loss of profit. 
5. The termination must be in writing to be effective.

 

8. Ownership of work product

 

1. Reports, analyses, or other work created by CONSULTANT become the property of the CLIENT upon full payment..
2. After settlement of its claims under the contract, CONSULTANT shall, at the CLIENT’s request, surrender all documents which the CLIENT has handed over to it (itself or via a third party) on the occasion of the execution of the order. This does not apply to the correspondence between the parties and to simple copies of reports, organisation charts, drawings, lists, calculations etc. made within the scope of the order, provided that the CLIENT has received the originals.
3. CONSULTANT’s obligation to keep the documents expires six months after termination of the contractual relationship. Legal obligations to keep records remain unaffected.

 

9. Compliance with laws and regulations

 

1. CONSULTANT agrees to perform the services in compliance with all applicable laws and regulations.

 

10. Limitation of liability

 

1. The liability of CONSULTANT for any claims arising out or in connection with the consultancy services shall be limited to the total fees paid by CLIENT to CONSULTANT under this agreement.

 

11. Governing law and dispute resolution

 

1. This agreement shall be governed by the laws of Denmark. Any disputes arising out of or in connection with this agreement shall be resolved through arbitration in accordance with the rules of Danish Industry or through any other mutually agreed-upon dispute resolution mechanism.

 

12. Miscellaneous

 

1. Any amendments to this agreement must be in writing and signed by both parties.
2. This agreement constitutes the entire understanding between the parties and supersedes all prior agreements, whether oral or written.

 

Effective date: 01/01/2024

 

CH•CK Consultancy

Gl Novrupvej 14, 6705 Esbjerg Ø

CVR: 44487268