Terms and conditions

1. INTRODUCTION

1.1 – These terms and conditions (these “Terms”), are entered into by and between Bazoom Group ApS, business registration no. 41638745, Vestergade 48H, 2., DK8000 Aarhus C, Denmark, (the “Company”) and the entity (the “Customer” and the Company and the Customer individually a “Party” and collectively the “Parties”) accepting and placing the order for services provided by the Company as agreed in the order. These Terms govern the Parties’ rights and obligations with regard to the delivery of services from the Company to the Customer.

1.2 – These Terms and the order, including any appendices enclosed to the order, form the entire agreement between the Company and the Customer (the “Customer Agreement”). The effective date of the Customer Agreement is the date, the Customer places the order in the Company’s proprietary platform (the “Order Platform”) or directly to a representative of the Company (the “Effective Date”).

1.3 – These Terms apply to all services provided by the Company to the Customer, including but not limited to the Company’s link building between the Customer and third parties (e.g. publishers) and preparation of articles, regardless of the ordering method.

2. SUBCONTRACTORS

2.1 – The Company may, at its sole discretion, engage one or more subcontractors or other third parties to perform and deliver (all or part of) the services under the Customer Agreement on its behalf.

3. ADDITIONAL SERVICES

3.1 The Customer may acquire additional services (the “Additional Services”) from the Company. The specific terms, conditions, delivery, and pricing for these Additional Services shall be agreed separately between the Parties on a case-by-case basis and shall be concluded in writing either by placing an order in the Order Platform, a similar written instrument, e.g. email or by phone to a Company representative.

3.2 Unless otherwise specifically specified in the agreement concerning the Additional Services, these Terms shall also apply to the Company’s delivery of the Additional Services.

4. PRICING

4.1 The Customer shall pay the agreed prices for the services set out in the order. All prices stated in the Order Platform are exclusive of VAT. The Company may adjust the prices and the price model in the Order Platform at any time.

5. PAYMENT TERMS

5.1 Payment of a specific invoice shall be made by the Customer no later than 8 days after receipt of the invoice. In case of late payment, the Company shall be entitled to charge default interest in accordance with section 5(1) of the Danish Interest Act (in Dan-ish: Renteloven).

5.2 If a service cannot be provided for reasons for which third parties (e.g. publishers) are responsible or cannot be provided within the period agreed in the order, the Customer will receive a credit note for amounts paid to the Customer’s specific credit account set up by the Company unless the Parties have agreed otherwise in a mutual written agreement.

5.3 The Company will inform the Customer of the non-completion of the service and the crediting to the credit account.

6. ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES

6.1 The Customer acknowledges, that the service is delivered based on the information provided to the Company by the Customer.

6.2 The Customer acknowledges that the risk of validity and correctness of the information provided to the Company by the Customer lies solely with the Customer.

6.3 The Company makes no warranty with regards to the service resulting in any increased revenue or other results, such as increased online traffic or reputational tracking, for the Customer.

7. REFERENCES

7.1 The Parties’ rights to their names and trademarks will remain their separate and sole property, however the Company is entitled to use the name and trademarks of the Client for marketing purposes.

8. INDEMNIFICATION

8.1 The Customer agrees to indemnify and hold the Company and its affiliates, directors, officers, employees, agents, and suppliers harmless from and against any liabilities, losses, damages, or costs, including reasonable attorneys’ fees, incurred in connection with or arising from any third party allegations, claims, actions, disputes, or demands asserted against any of them as a result of or relating to the Company’s use of the information provided by the Customer for the service delivery or any willful misconduct on the Customer’s part. This includes any allegations, claims, actions, or disputes for infringement of any marketing practices legislation.

9. LIABILITY AND LIMITATION OF LIABILITY

9.1 The Parties are liable for damages in accordance with the general rules of Danish law for any loss that the other Party may suffer subject to the limitations set out below.

9.2 The customer may not in any way use the Bazoom marketplace/platform as a lead list. If this happens the customer will be banned for life and any direct proven lost revenue for the Company shall be paid by the customer to the company.

9.3 The Company shall not be held liable for any indirect loss, including any operating loss, loss of time, costs related to investigations of a defect, loss or damage related to effects on other software, loss or damage caused by the service delivery.

9.4 The Company disclaims any product liability and any liability for the validity of the information provided by the Customer.

9.5 The Company’s liability shall in any case be limited to the value of the order.

10. CONFIDENTIALITY

10.1 Each Party shall treat as confidential all information obtained as a result of, or in connection with, entering into or performing the Customer Agreement which relates to (a) the provisions of the Customer Agreement, (b) the confidential information in the Order Platform or (c) the other Party.

10.2 The confidentiality obligation takes effect when the Customer gets access to confidential information (e.g. when the Customer is given access to the Order Platform) and shall remain in effect in 5 years after the termination of the termination of the Customer Agreement.

10.3 Notwithstanding clause 11.1, either Party shall be entitled to disclose any such confidential information (i) as required by applicable law or regulation or pursuant to an order by a court of competent jurisdiction or governmental authority, (ii) as required by any securities exchange or regulatory authority to which the Party is subject, (iii) with the prior written consent of the other Party, or (iv) for the purpose of enforcing any right or complying with any obligation under the Customer Agreement.

11. FORCE MAJEURE

11.1 Each Party may claim relief from liability for nonperformance of its obligations under the Customer Agreement (other than any payment obligations) to the extent that such nonperformance is due to any events, acts, omissions, happenings, or nonhappenings outside such Party’s reasonable control, and which could not have been reasonably foreseen, avoided or overcome in due time (“Force Majeure Event”). Strikes and lockouts, internet failures, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, disasters, explosions, fires, floods, riots, terrorist attacks, and wars shall, for the avoidance of doubt, be considered Force Majeure Events.

11.2 A Party shall, promptly after it realizes or should have realized that a Force Majeure Event has occurred, give written notice thereof to the other Party, setting out the details of the Force Majeure Event, including its effect on the obligations of the affected Party and the period for which it is estimated that the Force Majeure Event will continue as well as any action the affected Party proposes to take to mitigate its effects.

11.3 A Party, whose performance of its obligations under the Customer Agreement is affected by a Force Majeure Event, must take reasonable steps to mitigate the effects of the Force Majeure Event.

11.4 Upon the Force Majeure Event ceasing to cause the affected Party to be unable to comply with its obligations under the Customer Agreement, the affected Party shall promptly notify the other Party hereof. Following such notification, the affected Party shall resume its performance of the Customer Agreement in accordance with its terms.

12. USE OF DATA

12.1 The Customer accepts that the Company is permitted to crawl and scrape the Customer’s website(s) to ensure that the content produced by the Company aligns with the desired language and tone of voice. The data collected may be used for content creation related to the Customer’s order and for any other purposes that lie within the scope of the Company’s services at any given time.

All data will be handled in accordance with the Company’s privacy policy and applicable data protection laws

13. GOVERNING LAW

13.1 The Customer Agreement and any dispute or claim arising out of or in relation to the Customer Agreement shall be governed by and construed in accordance with Danish law without regard to its principles on choice of law.

14. VENUE

14.1 Any dispute arising out of or in connection with the Customer Agreement, including any disputes regarding the existence, validity, or termination hereof, shall be settled by the ordinary Danish courts, with the City Court of Aarhus as the court of first instance.