Legal notices
These Terms and Conditions constitute a legally binding agreement between you (whether an individual, corporation, or other entity) (“Client”) and Mives Freelance Services, where “Mives Freelance Services” means a company commissioned by You to perform Services (as defined below) and where that company is Mives Freelance Services (a company incorporated under the laws of Denmark and having offices in Aarhus, Denmark).
“Services” means, other than where the authorised representatives of the Client and Mives Freelance Services have explicitly agreed to separate contractual terms and conditions concerning these, any professional language services including, without limitation, localisation and/or translation and/or, in connection with these, desktop publishing, project management and/or engineering of software files, text and other computer medium, where such is commissioned by the Client to be performed by Mives Freelance Services. An “Order” means: (i) the Client’s signature or other indication to Mives Freelance Services of the acceptance of a quotation of Mives Freelance Services for Services; or (ii) a purchase order of the Client or other instruction reasonably understood by the parties to authorise the inception of Services, but excluding any terms and conditions proposed by the Client and not expressly accepted by Mives Freelance Services.
Attention
By issuing an Order, the Client agrees to be bound by the terms of these Terms and Conditions.
Performance of Services
Subject to the terms of these Terms and Conditions, Mives Freelance Services shall provide to the Client, and the Client agrees to pay for the Services. Mives Freelance Services shall assign to the Client all proprietary rights in the deliverables and related materials created by it pursuant to these Terms and Conditions subject to Mives Freelance Services being paid in full for these Services.
Client Obligations
The Client accepts that they are responsible for verifying that the Services are suitable for their needs. The Client shall supply all components, information and materials reasonably necessary to enable Mives Freelance Services to provide the Services. The Client confirms that it owns, or is legally entitled to possess and use, such components, information and materials and hereby grants to Mives Freelance Services a licence to use the same for the purposes of providing the Services. The Client’s failure to supply the foregoing when reasonably required by Mives Freelance Services shall relieve Mives Freelance Services of any obligation to perform Services to a previously agreed schedule. The Client shall indemnify and keep indemnified Mives Freelance Services from and against any liability, losses, damages, costs and expenses arising from Mives Freelance Service’s use or possession of any components or other materials supplied by the Client to Mives Freelance Services. The Client shall, within ten (10) business days of receipt of any finished deliverable of the Services, notify Mives Freelance Services in writing of any suspected defects or errors. In the absence of such notification, the Client shall be deemed to have accepted the deliverable of the Services. The Client shall not withhold acceptance because of any discrepancy, which does not significantly compromise the accuracy of any deliverable.
Service Fees
The Client agrees to pay to Mives Freelance Services for the Services the fees and expenses set forth on the applicable Order in the currency specified therein. All payments due to Mives Freelance Services hereunder are due within thirty (30) days of the date of the applicable invoice. All unpaid amounts due to Mives Freelance Services hereunder shall bear interest at the rate of one percent (1%) per month or the highest rate permitted by governing law, whichever is less. All amounts due to Mives Freelance Services hereunder are net of any and all taxes (including withholding taxes), assessments, charges and levies of any governmental authority, all of which shall be the sole obligation of the Client, except for taxes payable on the income of Mives Freelance Services.
Services Warranty
Mives Freelance Services represents and warrants to the Client that: (i) it has the right to perform the Services in accordance with the terms of these Terms and Conditions; and (ii) it will perform the Services in accordance with customary industry standards although, such Services being the product of human endeavour, Mives Freelance Services does not represent that they shall be error-free. Mives Freelance Services hereby disclaims all other representations and warranties, whether express or implied, including, without limitation, implied warranties of merchantability and/or fitness for use and/or a particular purpose.
Term and Termination
These Terms and Conditions shall expire when the all the obligations of the parties under all Orders are complete, and may be terminated by either party: (i) with immediate effect if the other party fails to perform any of its material obligations under these Terms and Conditions and such failure continues for 14 days after written notice; or (ii) upon 30 days’ written notice. Upon such expiration or termination all fees, including fees for work-in-progress, shall fall due and each party shall deliver to the other any property belonging to that other party. Termination shall not affect any accrued rights and liabilities of either party.
Limitations on Liability
In no event shall either party be liable under these Terms and Conditions under any circumstances for consequential or indirect damages of any nature whatsoever including, without limitation, any lost revenues or profits. Nor shall Mives Freelance Services be liable for any claim that any deliverable of the Services infringes the intellectual property rights of a third party where the infringement arises from materials supplied by the Client to Mives Freelance Services. Other than for physical injury or death caused by a party’s negligence, notwithstanding anything in these Terms and Conditions to the contrary the parties agree that each party’s aggregate liability under these Terms and Conditions shall not exceed, under any circumstances, the amount of fees paid to Mives Freelance Services pursuant to these Terms and Conditions during the preceding twelve (12) month period or seventy-five thousand Danish kroner (75,000 DKK), whichever is the lesser.
Restrictions on Disclosure of Confidential Information
Each party shall: (i) maintain in confidence all information disclosed by the other relating to the disclosing party’s business (“Confidential Information”); and (ii) use such information only in connection with these Terms and Conditions. This provision shall not apply to information which: (i) becomes generally available to the public through no fault of the receiving party; (ii) was independently developed by the receiving party without access to the disclosing party’s Confidential Information; (iii) becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party, provided that such source is not prohibited from transferring the information to the receiving party by any contractual, legal or fiduciary obligation; or (iv) is disclosed by Mives Freelance Services to its subcontractors for use only in connection with these Terms and Conditions and under a duty of confidentiality no less onerous than that of the parties hereunder. The parties agree that all confidentiality obligations shall survive for a period of three (3) years from the date of disclosure and that each party shall, upon request, return or delete all documents and electronic media containing the other party’s Confidential Information, including all copies thereof.
Entire Agreement; Severability
These Terms and Conditions, together with the relevant Order contain the entire agreement and understanding between the parties relating to the subject matter hereof, and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to such subject matter. In the event of any conflict between an Order and these Terms and Conditions then these Terms and Conditions shall prevail. No variation of the provisions of these Terms and Conditions will be valid unless confirmed in writing by the authorised signatories of both parties. If any provision of these Terms and Conditions is declared invalid or illegal for any reason, then the remaining provisions of these Terms and Conditions shall remain in full force and effect in the same manner as if the invalid or illegal provision had not been contained herein. No failure on the part of either party to exercise, and no delay in exercising, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy hereunder preclude any future exercise thereof or the exercise of any other right or remedy.
Remedies
Each party acknowledges that money damages would be both incalculable and an insufficient remedy for any breach of these Terms and Conditions by the other party and that any such breach would cause such party irreparable harm. Accordingly, each party agrees that in such event, the other party, in addition to any other remedies at law or in equity it may have, is entitled, without the requirement of posting any security, to equitable relief, including injunctive relief and specific performance.
Force Majeure
Neither party hereto shall be liable for any breach of its obligations hereunder resulting from force majeure which, for the purposes of these Terms and Conditions, means any cause beyond the reasonable control of the party in question. The foregoing shall not apply in respect of any obligation of the Client to make payment hereunder. Each party shall give notice to the other upon becoming aware of an event of force majeure, such notice to contain details of the circumstances giving rise to such event. If a default due to an event of force majeure shall continue for more than six weeks then the party not in default shall be entitled to terminate the Order affected by such event.
Governing Law; Jurisdiction
These Terms and Conditions shall be governed by and interpreted in accordance with the laws of Denmark and the parties submit to the exclusive jurisdiction of the Danish Courts. The parties agree that they will attempt to settle any dispute arising out of these Terms and Conditions by negotiation between the parties.
Language
If these Terms and Conditions are translated into a language other than English, the English language version shall control.