1. Marketingfabrikken's obligations
1.1 Marketingfabrikken undertakes to provide its services in accordance with the agreement entered into and accepted.
1.2 Marketingfabrikken provides no guarantees of specific results arising from Marketingfabrikken's services.
1.3 Marketingfabrikken undertakes to make reasonable efforts to ensure the availability of hosted websites.
2. The client's obligations
2.1 The client is obliged to pay the agreed remuneration in a timely manner.
2.2 The client is obliged to deliver, in a timely manner, agreed and necessary material for use in Marketingfabrikken's assistance, and to ensure that such material does not conflict with applicable legislation or infringe the intellectual property rights of third parties, including copyright and trademark rights.
2.3 The client is obliged, prior to publication or other use of material delivered by Marketingfabrikken, to carry out the necessary proofreading, and to ensure that the delivered material, or the intended use thereof, does not conflict with applicable legislation or infringe the intellectual property rights of third parties, including copyright and trademark rights.
2.4 The client is obliged to submit identification information for use in Marketingfabrikken's administration of the client relationship.
3. Prices and payment
3.1 All prices are stated exclusive of VAT, and unless otherwise agreed, payment is made in advance.
3.2 The payment terms are net 8 days from the invoice date. In the event of late payment, interest is charged in accordance with the provisions of renteloven (the Danish Interest Act).
4. Rights to material delivered by Marketingfabrikken
4.1 Where material is delivered to the client by Marketingfabrikken, Marketingfabrikken retains all rights thereto, including intellectual property rights, until the full remuneration has been paid. This applies whether the material is delivered as a draft, a proposal or a finished product. If the client uses material delivered by Marketingfabrikken in breach of this provision, the full remuneration for the work falls due for payment immediately.
5. Liability and damages
5.1 Marketingfabrikken does not guarantee that the client will achieve any specific result.
5.2 Marketingfabrikken is not liable for the lack of availability of hosted websites.
5.3 Marketingfabrikken is liable in accordance with the general rules of Danish law.
5.4 Marketingfabrikken's total liability in damages towards the client cannot exceed the remuneration received for the performance of the individual task over a period of the most recent 3 months. A distinction is made between the different services. Should the claim, for example, relate to Google Ads, no damages can be claimed for work performed on Facebook, SEO or Email, unless damages are also claimed separately for these services.
5.5 Marketingfabrikken is under no circumstances liable for indirect losses and consequential damages suffered by the client, including operating losses, loss of profit, loss of data, loss of goodwill or wasted costs.
5.6 The client is obliged to indemnify and continuously reimburse Marketingfabrikken for any loss Marketingfabrikken may suffer as a result of claims from third parties raised on the basis of Marketingfabrikken's delivery of assistance to the client.
5.7 Marketingfabrikken may use subcontractors in connection with the performance of tasks.
5.8 Marketingfabrikken may facilitate contact between the client and third parties. Marketingfabrikken may refrain from becoming a party to the agreement between the client and the third party, and cannot be held liable for services, or the lack thereof, between the client and the third party.
5.9 Marketingfabrikken cannot be held liable for the shutdown of advertising platforms.
5.10 Marketingfabrikken is not liable for the failure to perform tasks in the event of force majeure, strike or lockout, including where the aforementioned occurs among Marketingfabrikken's own employees or subcontractors.
6. Processing of personal data
6.1 It is the client's responsibility that a valid data processing agreement is in place covering the processing activities that Marketingfabrikken may carry out under the Service Agreement. Furthermore, it is the client's responsibility that any processing of personal data that occurs takes place in accordance with applicable legislation. Marketingfabrikken acts as data processor where it is the client who determines the purpose of and instructions for the processing of personal data. The processing of personal data takes place in accordance with the data processing agreement entered into, which is enclosed with the Service Agreement and which enters into force upon the client's acceptance of the Service Agreement.
7. Marketing
7.1 Marketingfabrikken is entitled to use the client's name and logo as a reference in a marketing context.
8. Governing law and venue
8.1 These terms and conditions, the parties' cooperation and disputes arising therefrom are governed by Danish law.
8.2 All disputes between the client and Marketingfabrikken shall be decided by Retten i Odense (the District Court of Odense) as the court of first instance.
9. Complaints
9.1 Should the client have objections to Marketingfabrikken in connection with the cooperation, this must be notified to Marketingfabrikken in writing. The objection must be specific and accompanied by documentation. The objection must be made no later than 8 days after the client has become aware of the circumstances giving rise to the objection.
9.2 If Marketingfabrikken does not receive the objection within 8 days, the service is considered approved, and the right to object lapses.
10. Breach
10.1 If the client has not paid an amount due in a timely manner, and the matter is not remedied no later than 3 business days after written demand has been given, Marketingfabrikken is entitled to suspend the work with immediate effect, including stopping the hosting of the client's website(s), stopping support and further development of the website etc., as well as any other service that Marketingfabrikken performs for the client.
10.2 Under the same conditions as set out in clause 10.1, Marketingfabrikken is furthermore or alternatively entitled to immediately terminate the cooperation and any other agreement with the client, with immediate effect.
10.3 In the event that the client otherwise fails to fulfil the agreements entered into with Marketingfabrikken, and the matter is not remedied no later than 3 business days after written demand has been given, Marketingfabrikken is likewise entitled to immediately suspend the work for the client and/or to terminate the cooperation and any other agreement with the client with immediate effect.
10.4 In the event that Marketingfabrikken suspends the work and/or terminates the cooperation etc. with the client, the client is obliged both to pay the customary fee etc. to Marketingfabrikken in accordance with the agreements entered into, until such agreements could have been terminated with customary notice, and to pay customary damages to Marketingfabrikken. The client is thus obliged to pay the full amount under the agreements irrespective of the fact that Marketingfabrikken may not perform work for the client.
11. Termination
11.1 The client may terminate the agreement with three months' notice calculated from the end of the current month. The termination must be notified to Marketingfabrikken in writing.
11.2 Marketingfabrikken may terminate the agreement with one month's notice calculated from the end of the current month. The termination must be notified to the client in writing.
11.3 In connection with the conclusion of agreements on Paid Media (for example Google Ads or Meta Ads), there is no lock-in period during the first 3 months. During this period, both parties may terminate the agreement as of the end of the current month.
11.4 In connection with the conclusion of other agreements, the client may terminate with three months' notice calculated from the end of the current month. The termination must be notified to Marketingfabrikken in writing.
11.5 In the event of termination within the first 3 months, the client must still pay for any setup pursuant to the agreement and for management in the current month.
11.6 In the event of termination after the expiry of the first 3 months, the client must pay Marketingfabrikken the agreed amount until the expiry of the notice period.
11.7 The client owns the underlying data used in any dashboards delivered as part of the cooperation. The associated dashboards prepared by Marketingfabrikken are solely visualisations and are made available as part of the ongoing service. Upon the end of the cooperation, dashboards are deactivated unless otherwise agreed in writing. If the client wishes to retain dashboards and the maintenance thereof after the end of the cooperation, this can be arranged subject to a separate agreement and payment.
12. Bankruptcy
12.1 Should the client enter into bankruptcy or restructuring proceedings, cease its operations or enter into compulsory dissolution or liquidation, this may be regarded as a material breach of the agreement. In that case, Marketingfabrikken may freely terminate the agreement with immediate effect.