Article 1. Application of the General Terms and Conditions
1.1 These General Terms and Conditions apply to all offers made by and all agreements with CiCoor Sourcing ApS Marketing & Communications CVBA/SCRL (“CiCoor Sourcing ApS”), regardless of any contradictory conditions stated on the customer’s documents. By placing an order, the customer automatically agrees to CiCoor Sourcing ApS’s General Terms and Conditions.
Article 2. Offers, quotations, orders and order confirmations
2.1 All offers and quotations issued by CiCoor Sourcing ApS are non-binding until the moment upon which they are accepted by the customer. The agreement shall become effective as soon as the customer has returned the quotation, signed for agreement and unamended, to CiCoor Sourcing ApS within 30 days. All orders placed by or order confirmations issued by the customer will bind the customer to the agreement. The agreement shall replace all previously concluded verbal and/or written agreements on the same subject (“Project”). The execution of the Project shall commence upon receipt of the signed agreement.
2.2 All changes in scope during and/or after the Project will be carried out on an hourly basis in accordance with the hourly rates applicable at that time, unless explicitly agreed otherwise.
Article 3. Cancellation of an order
3.1 The customer shall only be entitled to cancel an order if CiCoor Sourcing ApS has not yet embarked upon the execution of the Project. Cancellation is only possible by registered letter with proof of receipt. In the event of cancellation, CiCoor Sourcing ApS will attempt to keep further costs to a minimum, but will in any case claim payment for all expenses and commitments already made.
Article 4. Provision of services and implementation periods
4.1 Implementation periods are merely indicative and are not binding upon CiCoor Sourcing ApS. Any delay in the delivery of the Project will neither entitle the customer to compensation for damage or a price reduction, nor to cancellation of the agreement.
4.2 If the parties have explicitly agreed to a binding delivery period, this period can be extended if the customer remains in default of its obligation to provide information, documents, originals or images (in due time) and to accept the corrected proofs (in due time), or if the customer places additional orders.
4.3 The agreement shall be terminated, by operation of law and without further notice of default required, in the event of the death, obvious incapacity, dissolution or bankruptcy of the customer.
Article 5. Risk
5.1 All goods belonging to the customer that are retained by CiCoor Sourcing ApS will be stored at the CiCoor Sourcing ApS premises at the customer’s risk.
Article 6. Prices
6.1 The prices as proposed are exclusive of VAT. Each Project is calculated on the basis of its run time, level of difficulty and urgency, and is the subject of a detailed written price quotation drawn up in advance.
6.2 All other activities that fall beyond the scope of this contract shall be the subject of a separate quotation and will also be invoiced separately.
6.3 All activities invoiced to CiCoor Sourcing ApS by third parties within the context of the execution of the Project for the customer are subject to a surcharge (the “Service Fee”) of 15% additional to the amount stated on the supplier’s invoice as a standard, with the exception of the purchase of media slots, as stated in Article 6.4.
6.4 Where media slots are purchased by CiCoor Sourcing ApS on the customer’s behalf, CiCoor Sourcing ApS charges a Service Fee of 15% as a standard on the official price of the media slot, and not on the price following negotiations. The customer will be informed of both prices.
Article 7. Invoicing conditions
CiCoor Sourcing ApS applies various invoicing options:
7.1 If the customer has agreed to a fixed price with CiCoor Sourcing ApS (the “Fixed Price”), CiCoor Sourcing ApS will invoice part of the total budget each month, for the coming month and on a pro rata basis calculated over the duration of the Project.
7.2 If CiCoor Sourcing ApS supplies services to the customer on a time and materials basis (“Time and Materials”), CiCoor Sourcing ApS will invoice each month for the work performed and all the expenses incurred with the customer’s consent within the context of the Project.
7.3 If the Project requires a financial commitment from CiCoor Sourcing ApS vis-à-vis third parties, CiCoor Sourcing ApS retains the right to invoice this amount to the customer immediately when placing the order, separately from the monthly invoicing. This is irrespective of whether the project is based on the Fixed Price or Time or the Materials principle, and taking into account the Service Fee as referred to in Article 6.
7.4 If the customer uses a system involving purchase orders (“Purchase Orders”), it will provide CiCoor Sourcing ApS with these references on time. If the customer remains in default, CiCoor Sourcing ApS will be entitled to send the invoice stating only the name of its contact person and a brief description of the Project as the reference.
Article 8. Terms and conditions of payment
8.1 Unless explicitly agreed otherwise, invoices from CiCoor Sourcing ApS are payable in cash within 8 days. Notification of any disputes must be made to CiCoor Sourcing ApS by registered letter within 5 business days of sending the invoice. Under no circumstances can a dispute justify a postponement or suspension of payment.
8.2 All invoices are payable on their expiry date by bank transfer to CiCoor Sourcing ApS’s account. Any person or company that places an order with the request to invoice a third party is personally responsible for the payment of the invoices. Discounts granted expire if the general terms and conditions are not met.
8.3 If the customer does not proceed to make the payment within ten (10) days following receipt of a warning to do so by CiCoor Sourcing ApS, the customer will owe CiCoor Sourcing ApS negligence interest at the interest rate of 10% p.a., plus a fixed sum of EUR 10 to cover the cost of debt collection. The interest owed is calculated from the original payment date until the amount is paid in full. Moreover, CiCoor Sourcing ApS reserves the right to suspend the further fulfilment of its obligations until the customer has paid the overdue invoices. Any delay in payment by the customer renders all sums owed immediately payable. In that case, the customer will no longer be entitled to use the CiCoor Sourcing ApS creations.
8.4 Projects that are suspended at the order of the customer will never give rise to a suspension of payment.
8.5 CiCoor Sourcing ApS is entitled to terminate the contract with immediate effect and/or to block access to the services, in full or in part, temporarily or otherwise, if the customer fails to comply, in full or in part, with one or more of its obligations arising from this agreement (such as non-payment of an invoice) without the customer being able to claim a refund for advance payments or any compensation for damages. CiCoor Sourcing ApS will in all cases inform the customer of this. Furthermore, CiCoor Sourcing ApS is legally entitled to terminate the agreement without further notification, by operation of law and with immediate effect, if the customer is declared in a state of bankruptcy, if the customer has requested or accepted a settlement plan, or more generally if the customer is in a state of suspension of payment.
Article 9. Targets and liability
9.1 CiCoor Sourcing ApS is committed to carrying out all the services to be rendered with care. All CiCoor Sourcing ApS’s activities are obligations to perform to the best of its ability. CiCoor Sourcing ApS is not liable for errors in implementation to be attributed to insufficient or incorrect input provided by the customer.
9.2 CiCoor Sourcing ApS cannot be held liable for any errors (including serious errors) made by itself or its employees, except in the case of fraud. CiCoor Sourcing ApS cannot be held liable, whatever the cause, form or subject of the claim for which liability is invoked, for any consequential loss, such as loss of expected profits, a drop in turnover, increased operational costs, or loss of customers, which the customer or third parties claim to have suffered as the result of any error or negligence on the part of CiCoor Sourcing ApS or an employee.
9.3 CiCoor Sourcing ApS’s liability with respect to the services provided to the customer is, in any event, limited to either the refund of the price paid by the customer or a renewed provision of its services again, at the discretion of CiCoor Sourcing ApS. CiCoor Sourcing ApS’s total liability shall never exceed the price that paid to CiCoor Sourcing ApS by the customer for the services that led to the damage claim.
9.4 With regard to services provided by third-party suppliers, CiCoor Sourcing ApS does not accept any liability whatsoever above or beyond the liability that the third-party suppliers are prepared to accept for their products or services.
Article 10. Intellectual property rights
10.1 CiCoor Sourcing ApS acknowledges that all information originating from the customer remains the property of the latter, and will be returned upon termination of the sales agreement – insofar as there are no outstanding invoices – without having retained a copy of it.
10.2 The parties explicitly agree that all information and products created by CiCoor Sourcing ApS and all intellectual property rights linked to these are and will remain the property of CiCoor Sourcing ApS, even following termination of this agreement.
Article 11. Suspension and termination of the agreement due to non-fulfilment
11.1 If a party is guilty of serious non-fulfilment of the agreement and fails to correct this within 14 days of receipt of a notice of default sent by registered letter, the other party has the right to either (i) suspend the contract until the first party has met its obligations or (ii) terminate the contract with immediate effect. CiCoor Sourcing ApS shall always consider non-payment of one or more invoices by their expiry date as serious non-fulfilment of the agreement.
11.2 Upon termination of the agreement due to non-fulfilment, CiCoor Sourcing ApS will automatically claim payment for all expenses and commitments already incurred, plus a fixed-rate compensation for damages equal to 30% of the amount that CiCoor Sourcing ApS could have invoiced to the customer in the future if the agreement had been performed in full. Any advance payment made will in any case be retained by CiCoor Sourcing ApS. Moreover, CiCoor Sourcing ApS reserves the right to demand a higher compensation amount if it can prove that the damage it has effectively suffered is greater than the fixed-rate damage determined above.
11.3 Nonetheless, each party agrees to allow the other party a reasonable period in which to resolve its shortcomings and always to begin by seeking an out-of-court settlement.
Article 12. Confidentiality
12.1 The Parties are bound to maintaining confidentiality with regard to the commercial and technical information and professional secrets they learn from the other party, even following termination of the agreement, and only to use these exclusively for the execution of the agreement.
Article 13. Employee poaching
13.1 The customer will not take into service any employees who are entrusted by CiCoor Sourcing ApS with the execution of any Projects for the customer, whether through an employment contract or otherwise, or who terminated their employment with CiCoor Sourcing ApS less than six (6) months ago.
13.2 The Parties agree that a violation of Article 13.1 gives CiCoor Sourcing ApS the right to compensation for damages from the customer.
13.3 With regard to employees, the compensation for damages referred to in Article 13.2, will equal the gross annual salary that was paid by CiCoor Sourcing ApS to the person concerned upon their having been taken into employment by the customer, or the amount that would have been paid on a pro rata basis. This includes fringe benefits and is calculated on the basis of the relevant employee or ex-employee’s most recent pay slip.
13.4 With regard to freelance and self-employed workers, the compensation for damages as referred to in Article 13.2 is equal to the gross payment (including benefits) made to them by CiCoor Sourcing ApS in the twelve (12) months prior to their being hired or the termination of the cooperation contract. If the freelance or self-employed worker’s contract runs or has run for less than twelve (12) months, the compensation for damages is extrapolated to a gross payment (including benefits) that CiCoor Sourcing ApS would have paid to them if the cooperation had effectively lasted for twelve (12) months.
13.5 This clause and all its sections are applicable until eighteen (18) months following the termination of the Projects executed by CiCoor Sourcing ApS for the customer.
Article 14. Processing of personal information
14.1 Within the context of the services provided to the customer, CiCoor Sourcing ApS processes personal data belonging to the contact persons put forward by the customer. The contact details of these persons are processed for the purpose of ‘customer management’, i.e. to contact the customer with respect to the services. The contact persons have the right to access and update their data in accordance with the Danish law on the protection of privacy in relation to the processing of personal data and the General Data Protection Regulation (‘GDPR’) as adopted by the European Parliament on 14 April 2016 (Regulation (EU) 2016/679). These data are only stored for the duration of the collaboration between CiCoor Sourcing ApS and the customer.
Article 15. Reference
15.1 The customer consents to the inclusion of the project implemented by CiCoor Sourcing ApS on its behalf in the portfolio maintained by CiCoor Sourcing ApS for the purpose of providing customer references.
Article 16. Force Majeure
16.1 Situations of force majeure, such as strikes, public unrest, administrative measures and other unexpected events over which CiCoor Sourcing ApS has no control, will release CiCoor Sourcing ApS from its obligations for the duration of the nuisance and for as far as it extends, without any right on the part of the customer to a reduction in price or compensation for damages.
Article 17. Invalidity
17.1 If any clause of these General Terms and Conditions is invalid, the remaining clauses shall remain fully applicable and CiCoor Sourcing ApS and the customer shall replace the invalid clause with another clause that reflects the purpose and purport of the invalid clause as closely as possible.
Article 18. Applicable law – competent court
18.1 Danish law shall apply to CiCoor Sourcing ApS’s contracts. Any dispute with regard to the conclusion, validity, execution and/or termination of this agreement shall be settled by the competent court in Glostrup.