1.1 Each specific assignment is initiated by an Engagement Letter or Cooperation Agreement (“EL”). Together with the project description (e.g. .pptx or .docx), and these Standard Business Terms and Conditions (SBT&C), the EL will constitute the sole and entire agreement (the “Agreement”) between the Client and QVARTZ (each a Party and together the Parties) with respect to the subject matter contained herein, and will supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.
1.2 The Parties agree that if there is any conflict between the SBT&C and the EL, the EL takes precedence.
2. Project scope and services
The EL defines the project scope, including purpose, deliveries, project approach, time schedule and allocated resources from both sides and the services to be provided by QVARTZ (the “Services”).
QVARTZ' Services, including estimated time and price, are based on the assumption that The Client will assume the obligations and responsibilities outlined in the Agreement.
The Client shall provide QVARTZ with information and access to such facilities and personnel as QVARTZ requires in order to provide the Services. The Client shall timely make such decisions and provide such instructions as QVARTZ requires in order to provide the Services. The Client acknowledges that QVARTZ’s ability to timely provide the Services is conditioned on the Client timely providing that information and access and providing those decisions and instructions at the times required by QVARTZ.
Confidentiality is governed by a Non-Disclosure Agreement between the Parties.
5. Fees and payment terms
5.1 The fees of the engagement are set out in the EL, excluding VAT and direct costs and expenses. If the fees are based on hourly rates, QVARTZ may increase such rates by giving 30 days written notice.
5.2 All direct costs and expenses (travelling, accommodation, workshop and research materials, data, etc.) will be invoiced to The Client with no additional charges.
5.3 The invoicing schedule is indicated in the EL. The payment is due no later than 14 days after the invoice dates.
5.4 Penalty interest will be added to late payments with the interest rate provided in the Danish Interest Act sec. 5, calculated daily and compounded monthly. Client shall reimburse QVARTZ for all reasonable costs incurred in collecting any late payments, including, without limitation, attorneys' fees.
This Agreement commences on the date stated in the EL and remains in force until the agreed termination date or until terminated by either Party in accordance with clause 7.
7.1 Termination for convenience
7.1.1 For engagements with duration of six months or more: The Client may terminate the Agreement prior to the agreed termination date, by giving 30 days' written notice. In this case, The Client must pay QVARTZ for the time spent until the date of termination at QVARTZ’ standard rates with the addition of 1) direct expenses accrued until the date of termination and 2) a fee of 10% of the contract price.
7.1.2 For engagements with a duration of less than six months: The Client may terminate the Agreement prior to the agreed termination date, by giving 14 days' written notice. In this case, The Client must pay QVARTZ’ for the time spent until the date of termination at QVARTZ’ standard rates with the addition of 1) direct expenses accrued until the date of termination and 2) a fee of 25% of the contract price.
7.1.3 For all engagements: QVARTZ may terminate this Agreement prior to the agreed termination date by giving 30 days’ written notice.
7.2 Termination for cause
7.2.1 Both the Client and QVARTZ may terminate the Agreement by giving 14 days’ written notice to the other Party in the event that the other Party is in material breach of the Agreement and has not cured such material breach within the said 14 day period.
7.2.2 If the Client fails to pay any amount when payment is due to QVARTZ and if such failure continues for 7 days after the Client’s receipt of a written notice of nonpayment from QVARTZ, QVARTZ is entitled to terminate the Agreement with immediate effect.
7.2.3 In case of QVARTZ’ termination due to the Client’s material breach, The Client must pay QVARTZ for the time spent until the date of termination at QVARTZ’ standard rates with the addition of 1) direct expenses accrued until the date of termination and 2) a fee of 10% of the contract price.
8.1 Irrespective of the circumstances surrounding any action brought against QVARTZ, and the legal basis for this action , QVARTZ' liability is limited to six months’ fees or DKK 5,000,000, whichever is the lower, prior to the date on which such liability arose.
8.2 QVARTZ is not liable to The Client for any loss of profits, loss of revenue, loss of business, loss of contract, loss of goodwill, loss of data or failure to make anticipated savings or any indirect or consequential loss, whether this results from breach of contract, negligence or otherwise in connection with this Agreement. This also covers third party liability.
8.3 The Client shall protect QVARTZ against, and compensate QVARTZ for, any disputes, legal costs and third party claims arising out of this Agreement.
9. Force Majeure
9.1 Neither Party is liable towards the other Party in the case of Force Majeure by way of any unforeseeable or accidental event or other circumstances which prevents a Party from fulfilling its obligations and which are beyond that Party’s reasonable control and which the Party should not have foreseen or prevented.
9.2 If a deadline concerning one of the Parties is postponed due to Force Majeure, the other Party’s obligations that are connected thereto are postponed accordingly.
9.3 Force Majeure may only be relied upon if the Party in question has notified the other Party no later than 3 days following the time of Force Majeure.
9.4 The Party which is not affected by Force Majeure is entitled to terminate this Agreement if the Force Majeure event lasts more than 30 days.
9.5 Neither Party is obliged to pay compensation, damages or penalty to the other Party in case of Force Majeure and/or subsequent termination.
10. Amendments and waiver
10.1 No amendment to or modification of this Agreement is effective unless it is in writing, identified as an amendment or modification to this Agreement and signed by an authorized representative of each Party.
10.2 No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall not operate or be construed as a waiver thereof.
11.1 Neither Party is entitled to assign this Agreement, or parts thereof or any rights without the other Party’s prior written consent. Notwithstanding the foregoing each Party is entitled to assign this Agreement (i) to its’ affiliated companies, or (ii) to entities that purchases all or a substantial amount of that Party’s assets and liabilities.
11.2 If a Party assigns this Agreement, the assignee undertakes in writing the assignor’s rights and obligations in accordance with this Agreement.
12. Relationship of the Parties
12.1 The relationship between the Parties is that of independent contractors. The details of the method and manner for performance of the Services by QVARTZ shall be under its own control, the Client being interested only in the results thereof.
12.2 QVARTZ shall be solely responsible for supervising, controlling and directing the details and manner of the completion of the Services.
12.3 Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.
13.1 Any notice required under or in connection with this Agreement shall be written in the English language and shall be delivered personally, sent by ordinary mail, or sent by email to the relevant Party.
14. Governing law, negotiation and jurisdiction
14.1 The Agreement, including disputes regarding its existence or validity and disputes regarding this clause on governing law and jurisdiction and the court proceedings, is governed by Danish law, irrespective of any conflict-of-laws rules which might refer the dispute to the laws of another jurisdiction.
14.2 Any dispute arising out of or in connection with the Agreement, including any dispute regarding its existence or validity and disputes regarding this clause on governing law and jurisdiction and the court proceedings, must first be sought settled by mediation according to the rules on mediation as adopted by the Danish Mediation Institute and in force at the time of filing the request for mediation.
14.3 Mediation does not prevent any Party from commencing legal proceedings in accordance with the statements below or taking preliminary legal action.
14.4 In the event that mediation has been completed, and the dispute has not been settled, the dispute, including disputes regarding the Agreement's existence or validity and disputes concerning this clause on governing law and jurisdiction and the court proceedings, must be decided by the ordinary courts.
14.5 The proper venue will be the Danish Maritime and Commercial High Court.