General Terms & Conditions – Rapid Prototyping Customers – RP sessions & roll out programs.

 

• GENERAL
  • Level18cph ApS (VAT DK37437174) performs consultancy services as a self-employed and has expertise in Rapid Prototyping and Tech Innovation as well as Tech incubation for Startups and established companies.
  • In the following, Level18cph ApS and Level18cph’s customers are referred to as Level18cph ApS, customers, customers or parties, respectively. The agreement between Level18cph ApS and the customer (s) is referred to as the collaboration. The cooperation is agreed in detail in the order form, which is a separate document signed by the parties.
  • Level18cph ApS carries out its consulting services under the Agreement as a self-employed, and the Cooperation between Level18cph ApS and the customers thus does not create an employer / employee relationship between Level18cph ApS and the customers.
  • Level18cph ApS is not entitled to enter into binding agreements on behalf of the Customers or otherwise oblige the Customers, unless this is approved by the Customers in writing.
  • Level18cph ApS’s specific services as well as the customer’s expectations are stated in the order form, which the customer signs with Level18cph ApS.

 

 

• LEVEL18CPH RIGHTS AND OBLIGATIONS
  • Level18cph ApS is free to choose which persons will be responsible for the practical execution of the work, provided that the person in question is qualified to deliver the consultancy service regardless of the team composition specified in the order form.
  • The customers that Level18Cph ApS works for must not, for up to 12 months after the end of the collaboration, hire Level18cph ApS’s team of employees directly for tasks related to the content and scope of the cooperation.
  • During the course of the collaboration, Level18cph ApS is obliged to act loyally to the Customers and to safeguard the interests of the Customers during the execution of the consultancy services.

 

• CUSTOMERS’ OBLIGATIONS
  • The customers that Level18Cph ApS works for must pay Level18cph ApS’s fee according to the order form.

 

• TIMEFRAME, SCOPE AND SERVICES

• • The services delivered by Level18cph shall be delivered in accordance with the specifications as detailed in the order form. Topics such as duration and termination are regulated by the order form.
  • Level18cph is obligated to deliver industrial standards within hosting, back up and operations of the platform, in case Level18cph is hired to provide these services to Customer.
  • Upon request the Customers is obligated to sign a dataprocesser agreement covering the services and operations carried out from Level18cph ApS towards the Customer.

 

• TIME FRAME, PROJECT SCOPE AND SERVICES
  • The consultancy services must be delivered according to what has been agreed in the order form. Conditions relating to duration and termination are also stated in the order form.
  • In the event that Level18cph provides hosting and operation, the Level18cph platform is required to comply with reasonable industry standards in cloud hosting, backup and security. In this context, the customer is obliged to sign the Level18cph’s standard data processing agreement, which is to be found in the relevant order form.

 

• INTELLECTUAL PROPERTY RIGHTS
  • Unless otherwise agreed, the Customers for whom Level18Cph ApS works, hereby acquire ownership of what Level18cph ApS produces under this Agreement. However, customers’ property rights do not prevent Level18cph ApS from making use of know-how, methods, models or general knowledge that Level18cph ApS has brought with or obtained during the performance of the consultancy services in other respects.
  • Level18cph ApS retains all intellectual property rights that it had, prior to executing the consultancy services, regardless of whether these are part of the products that are delivered during the collaboration. Level18cph ApS is thus still entitled to apply these rights in another context.
  • If Level18cph ApS incorporates / integrates its own material in the products to the Customers, Customers shall be granted a worldwide, free of charge, indefinite, irrevocable license to utilize this material in connection with the use of the products produced under this Agreement. In the event that 3rd party licenses are to be acquired for use of the Customers’ product after testing the prototype, the Customers are obliged to bear license costs for this. Such costs must be approved by the customers before commissioning and Level18cph ApS must, in connection with the establishment of the prototype to the best of its ability, orientate work for such costs.
  • The customers that Level18Cph ApS works for guarantee that the work that the Customers have requested Level18cph ApS to perform does not violate the rights of a third party.
  • Level18cph ApS warrants that it does not deliberately incorporate any material in the products to the Customers which do not belong to Level18cph ApS, or which violate the rights of a third party.

 

• SOFTWARE OPERATIONS LICENSE
  • If the parties agree on a software operations model, there can be recurring, software operations licenses related to the scope & volume of the software installations that the parties agree on. The License will be related to the deliveries of services performed by Level18cph ApS and will stop upon a termination of the Agreement between the parties.

 

• CONFIDENTIALITY
  • The parties are bound by the obligation of professional secrecy with respect to any information they may have about the other Party under this Agreement and shall treat such information as confidential.
  • The parties may only disclose such confidential information to employees or subcontractors who have a substantive need to access the information. Prior to the disclosure of confidential information to employees or subcontractors, the party concerned must make the employee or subcontractor aware that the information is confidential. It is also a requirement that the employees or subcontractors concerned sign a declaration of silence as part of the work for Level18cph and Level18cph’s customers.
  • The duty of confidentiality does not include information that has become publicly available or generally known.
  • The parties’ employees, subcontractors and external advisors are also covered by the obligation of professional secrecy.
  • The duty of confidentiality also applies after the termination of the cooperation.
  • Level18cph can use the customer’s project as a reference on the Level18cph website. The notice must be approved by the customer before it is published.

 

• INSURANCE
  • The parties must maintain an appropriate insurance coverage for the liability that each Party has undertaken during the co-operation with a minimum insurance sum of DKK 2 million per. damage.

 

• BREACH AND LIMITATION OF LIABILITY
  • If a Party fails to fulfil its obligations, the other Party is entitled to claim compensation in accordance with the general rules of Danish law.
  • The non-violating Party shall apply the breach in writing no later than 7 calendar days after it has become aware of the breach. Notice under this paragraph 3 shall specify the nature of the breach and which of the remedies for breach the non-violating Party intends to use. The violating part has a maximum of 30 days to correct the error as reported by the non-violating part.
  • Level18cph ApSs limitation of liability can not exceed the amount that Level18cph ApS have received from the other party during the cooperation before the claim has been raised.
  • Level18cph ApS is not liable for any direct or indirect loss suffered by the Customers or Customers loss of profit.
  • Level18cph ApS is not liable for any loss of data or hacking attack.

 

• FORCE MAJEURE
  • If impossibility or force majeure arises after the conclusion of the cooperation, which prevents a Party from fulfilling its obligations under the cooperation, the Party concerned shall not be liable if it is due to circumstances beyond the control of a Party, including, but not limited to, force majeure, war, terrorism, fire, rebellion, strike, lockout or other serious labor-related inconsistencies, riots, earthquakes, floods, explosions or other natural phenomena, as well as deficiencies in deliveries or delays by suppliers or subcontractors, due to the conditions above.
  • The rights and obligations incumbent on the Party affected by impossibility or force majeure shall be extended for a period corresponding to the period of force majeure.
  • Hacker attacks or denial of service attack are considered Force Majeure.

 

• GOVERNING LAW
  • Any dispute arising out of or relating to cooperation between Level18cph ApS and the customer must be settled in accordance with Danish law.