Terms of Business

No Objectives v/Kasper Benjamin Reimer Bjørkskov · CVR: 45278409 · H.P. Ørums gade 27,2  2100 Copenhagen - Denmark

General Terms of Business

1. Scope of Application

1.1 These general terms of business apply to No Objectives' delivery of advisory, research, design and campaign services to the client.

1.2 The specific terms of the agreement with the client will be set out in an appendix ("Engagement Appendix"), which together with these terms of business constitutes the full contractual basis (hereinafter jointly referred to as the "Agreement") between No Objectives and the client.

1.3 The client must review the Engagement Appendix and immediately inform No Objectives in writing of any discrepancies.

1.4 To the extent that there is any inconsistency between these terms of business and the specific terms contained in the Engagement Appendix, the specific terms shall prevail.

1.5 If the client wishes to make changes or additions to the Agreement, No Objectives will prepare an addendum to the original Engagement Appendix. Changes or additions to the original Engagement Appendix are only binding once written confirmation from No Objectives has been provided.

1.6 The Agreement does not establish any employment relationship, joint venture, consortium or similar arrangement, but is solely a collaboration agreement under which the client purchases services from No Objectives for the performance of specific and limited tasks.

2. No Objectives' Services

2.1 No Objectives provides advisory services, research, design, campaign development and other consultancy assistance to the client in the areas and for the tasks agreed between the parties from time to time in the Engagement Appendix.

2.2 No Objectives shall perform the services under the Agreement at the agreed time, in a professionally competent manner and with the quality that can be expected of a consultant with the background and experience that No Objectives has represented its consultants to possess.

2.3 The services shall be planned and organised by No Objectives within the framework of the Agreement. No Objectives thus determines the consultant's working hours, taking into account the nature and scope of the services and the client's needs.

2.4 No Objectives shall, to the greatest extent possible, organise the performance of the services so that holidays and other absences of No Objectives' consultants do not prevent fulfilment of the Agreement. No Objectives is thus obliged to give notice as early as possible of any periods during which performance of the services is not possible due to holidays or other absence. In the event of critical illness, the Agreement's timeline is suspended, and the parties agree on a new adjusted timeline through an addendum to the original Engagement Appendix, cf. clause 1.5.

2.5 No Objectives is free to choose which consultant will carry out the practical performance of the services, provided that the person in question is qualified to deliver the service.

2.6 In the event of delay or hindrance in the performance of the services due to the client's actions or omissions, No Objectives is entitled to a corresponding extension of the Agreement's timeline.

2.7 If No Objectives can foresee that a delay will occur relative to any agreed timeline, No Objectives shall contact the client with a view to adjusting the timeline to the changed circumstances.

2.8 If the performance of the services is delayed, the client is only entitled to terminate the Agreement for breach if the client, no later than at the time of entering into the Agreement, has specified that delivery of the services at a specific time is essential.

3. The Client's Obligations

3.1 The client shall give No Objectives access to information, personnel, office facilities etc. to the extent necessary for No Objectives to perform the services.

3.2 The client shall provide the necessary material for the performance of the services, unless otherwise agreed in writing between the parties.

3.3 The client may not, without written consent from No Objectives, transfer its rights and obligations under the Agreement to a third party. No Objectives may not refuse to give such consent without reasonable grounds.

3.4 The client is obliged to cooperate to the extent necessary in connection with the delivery of the services under the Agreement.

3.5 If the client does not cooperate as agreed, or as No Objectives may reasonably expect under the Agreement, No Objectives shall notify the client thereof no later than 10 working days after the lack of cooperation was or should have been identified.

3.6 If the client's lack of cooperation or actions cause delays to No Objectives' services, No Objectives is released from liability, and any timeline is adjusted accordingly.

4. Fees and Payment Terms

4.1 Time-based services are invoiced according to time spent and the applicable hourly rates set out in the Engagement Appendix. All prices are exclusive of VAT unless otherwise stated.

4.2 For agreements involving ongoing delivery of services, No Objectives is entitled to adjust the hourly rates once a year with effect from 1 January.

4.3 If No Objectives has performed work beyond the services described in the Agreement, No Objectives is only entitled to payment for such work if it was carried out at the client's request or with the client's written acceptance.

4.4 Expenses for travel and accommodation in connection with the delivery of services are invoiced at cost in addition to the agreed fee. Mileage allowance is invoiced at the applicable rates set by the Danish State from time to time.

4.5 No Objectives reserves the right to invoice for additional work resulting from the material or information provided by the client proving to be incomplete or deficient.

4.6 Invoicing of No Objectives' fees and costs takes place in accordance with the terms agreed in the Engagement Appendix, or at intervals No Objectives finds appropriate.

4.7 No Objectives' invoices are due for payment 15 calendar days from the invoice date.

4.8 Late payment of No Objectives' fees is considered a material breach of the Agreement pursuant to clause 8.3 below. In the event of late payment, No Objectives is thus entitled to suspend the work until payment is made, to demand a corresponding time extension for the tasks included in the Agreement, and to terminate the Agreement if the matter has not been remedied after 14 days, cf. clause 8.5.

4.9 In the event of late payment, No Objectives is entitled to charge interest in accordance with the Danish Interest Act as applicable from time to time.

5. Intellectual Property Rights

5.1 The client acquires, subject to specific agreement, ownership of what No Objectives and the individual consultant create in connection with the performance of the services under the Agreement, to the extent that No Objectives can transfer such rights (however, this provision does not cover existing intellectual property rights belonging to No Objectives and/or third parties that are used in connection with the delivery of the services). Ownership is only transferred in full to the client once No Objectives has received payment for the work in question. This provision does not, however, prevent No Objectives from using in other contexts the know-how, methods or general knowledge that No Objectives or the individual consultant has acquired during the performance of the services.

5.2 No Objectives retains all intellectual property rights, including but not limited to designs, trademarks, copyrights or patents, that No Objectives or the individual consultant held prior to the performance of the services, regardless of whether these are included in the results or products delivered under the Agreement. No Objectives thus remains entitled to use these rights in other contexts.

5.3 If the consultant incorporates or includes their own material in the products delivered to the client, the client is granted a worldwide, royalty-free, irrevocable licence to use this material, though only in connection with the client's internal use and only to the extent necessary to use the deliverables.

5.4 The client is responsible for securing any intellectual property rights arising in connection with this Agreement. No Objectives and the individual consultant are obliged to assist the client with this, including, but not limited to, signing at the client's expense all documents that the client may reasonably require to secure the client's rights.

5.5 The client warrants that the work the client has requested No Objectives to perform does not infringe the rights of any third party.

5.6 No Objectives is not aware of any material used by No Objectives in connection with the delivery of the services infringing intellectual property rights belonging to others. If a third party claims against the client that No Objectives' delivery of the services infringes intellectual property rights belonging to others, No Objectives must be informed in writing immediately. The client may not assume responsibility for or take any measures in this regard without No Objectives' prior written consent.

6. Confidentiality

6.1 The parties are bound by a duty of confidentiality with respect to everything they learn about the other party under the Agreement and shall treat such information as confidential.

6.2 The parties' employees, subcontractors and external advisers are also covered by the duty of confidentiality. The parties may only disclose such confidential information to employees or subcontractors who have a legitimate need for access to the information. Prior to disclosing confidential information to employees or subcontractors, the party in question shall make the employee or subcontractor aware that the information is confidential. It is also a requirement that the employees or subcontractors in question sign a confidentiality declaration.

6.3 The duty of confidentiality does not cover information that has become publicly available or generally known.

6.4 The duty of confidentiality also applies after the termination of the Agreement.

7. Defects and Complaints

7.1 The client is responsible for submitting complaints without undue delay, and no later than one (1) month after the services have been performed, if the client believes that services have not been delivered in accordance with the Agreement. If no complaint is made, or if the client complains too late, the client loses the right to claim the defect.

7.2 Where a defect is identified, No Objectives is entitled, at its own discretion and within a reasonable time, either to remedy the defect, to redeliver, or to grant the client a reasonable proportionate reduction determined by No Objectives.

8. Breach

8.1 If a party materially breaches its obligations under the Agreement, the non-breaching party is entitled to terminate the Agreement in accordance with clauses 8.4 and 8.5 below.

8.2 Material breach on the part of No Objectives may include, but is not limited to, the following: repeated or material failure to fulfil No Objectives' obligations under clause 2 attributable to No Objectives, repeated or material exceeding of agreed deadlines attributable to No Objectives, failure to comply with the duty of confidentiality under clause 6, or repeated instances of failure to report to the client or deficient results attributable to No Objectives.

8.3 Material breach on the part of the client may include, but is not limited to, the following: failure to pay or materially delayed payment of No Objectives' fees under clause 4, or repeated or material failure to fulfil the client's obligations under clause 3 attributable to the client.

8.4 The non-breaching party must assert the breach in writing no later than 10 calendar days after becoming aware of the breach. The notice must specify the nature of the breach.

8.5 The breaching party has 14 calendar days to remedy the breach after it has been asserted. If the breaching party does not remedy the breach, or if the breach is of such a nature that it cannot be remedied, the other party may terminate the Agreement with immediate effect.

8.6 In the event of the client's justified termination of the Agreement, No Objectives is only entitled to fees for services performed up to and including the time of termination.

9. Liability

9.1 No Objectives assumes liability for losses suffered by the client only where such loss is a direct consequence of No Objectives' failure to comply with the Agreement, or where No Objectives has acted with gross negligence in connection with the performance of the services. No Objectives' total liability for any loss or damage is limited in amount to 25% of the amount paid by the client for the part of the delivery on which the claim is based.

9.2 No Objectives is not liable for the client's indirect losses or consequential damages, including but not limited to loss of operations, loss of profit, loss of goodwill, loss of anticipated savings and similar.

10. Impossibility or Force Majeure

10.1 If impossibility or force majeure arises after the conclusion of the Agreement that prevents a party from fulfilling its obligations under the Agreement, that party is exempt from liability, provided this is due to circumstances beyond the party's control which the party could not reasonably have been expected to take into account at the time of entering into the Agreement, including, but not limited to, war, terrorism, nuclear disaster, explosion, fire, insurrection, strike, lockout or other serious labour market disputes, riots, earthquakes, floods, other natural phenomena or health crises such as epidemics, as well as defects in deliveries or delays from suppliers or subcontractors caused by the aforementioned circumstances.

10.2 The rights and obligations of the party affected by impossibility or force majeure are extended by a period corresponding to the duration of the impossibility or force majeure situation.

10.3 In the event of a party's failure to fulfil the Agreement as a result of impossibility or force majeure, the other party is entitled to terminate the Agreement, unless fulfilment can take place within a reasonable time. What is considered a reasonable time will always depend on a specific assessment.

11. Marketing

11.1 No Objectives is entitled to use the client as a reference in its own marketing and communication materials, unless otherwise agreed in writing in the Engagement Appendix.

12. Data Protection

12.1 Both parties are data controllers, as defined in Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data etc. (the "General Data Protection Regulation"), in relation to their processing of personal data.

12.2 Both parties shall at all times during the Agreement comply with their obligations under the General Data Protection Regulation and the Danish Data Protection Act arising in connection with the Agreement.

12.3 Where relevant, both parties shall assist each other in fulfilling their respective obligations to respond to requests concerning the exercise of rights as set out in Chapter 3 of the General Data Protection Regulation, and in relation to any requests and/or investigations conducted by the Danish Data Protection Agency.

13. Termination

13.1 The Agreement may be terminated by either party with 14 days' written notice. For workshops, lectures and talks, notice of termination must be given no later than 14 days before the delivery date agreed in the Engagement Appendix.

13.2 Upon termination, No Objectives is entitled to fees for services performed up to and including the end of the notice period. No Objectives is also entitled to fees for all planned and commenced services during the notice period, as well as payment of expenses related to the services, cf. clause 4.4.

13.3 Upon termination of the Agreement, the parties' obligations and rights under the Agreement lapse, with the exception of clauses 5, 6 and 11 and other provisions which by their nature apply regardless of the Agreement's termination.

13.4 In connection with the termination of the Agreement, No Objectives is obliged to return all material provided by the client, including all material relating to the client's customers, as the client owns all customer data. No Objectives shall also hand over documentation, project material and similar prepared by No Objectives in connection with the tasks performed for the client.

14. Disputes

14.1 The Agreement is governed by Danish law.

14.2 Disputes shall be sought resolved through negotiation. If the parties cannot resolve the dispute amicably, it shall be settled by the Danish courts.