General Terms and Conditions

Digital PR ApS, CVR no.: 36552220 (“digitalPR”)

Version 1.0 – updated on 18. March 2024

1. Introduction
   1. digitalPR is a results-driven technology PR agency delivering different types of services within public relations (collectively referred to as the “Services”).
   2. Unless otherwise agreed in writing, the following General Terms and Conditions apply to all Services delivered to digitalPR’s customer (hereinafter “the Client”). The Client’s general purchasing conditions, customary practice etc., or any conflicting, contrary or additional terms and conditions contained in any communication from the Client to digitalPR shall not apply unless such additional terms and conditions are expressly accepted in writing by digitalPR.
   3. digitalPR reserves the right to update and amend these General Terms and Conditions at any time. The applicable version of the Terms and Conditions that will be referred to in any dispute, is the current version at the time of placing an order/entering into an agreement with digitalPR.The current version of the General Terms and Conditions will always be found on the website.
   4. If a provision in these General Terms and Conditions is considered to be invalid, unenforceable or void by a court, arbitration or competent authority, the parties are obliged to replace such provision with a valid provision that comes as close as possible to the commercial meaning and purpose of the invalid or void provision.
2. Services
   1. The Services that will be delivered to the Client is specified in a separate contract, a schedule of services, a quotation, or an order confirmation.
   2. All material to be distributed or other-wise published by digitalPR as part of the Services will be presented to the Client before publication.
   3. The Client acknowledges that there are no guarantees that the Services will achieve certain goals, since results are influenced by many variables beyond digitalPR’s or the Client’s control. digitalPR will use its best efforts to achieve agreed goals but shall under no circumstances be liable for achieving the goals or the actual results.
   4. Save as otherwise expressly agreed between the parties, nothing in these General Terms and Conditions or any separate contract between the parties shall be construed as creating any agency, partnership or joint venture relationship between the parties and neither party shall be capable of binding the other to any obligation save as may be expressly contemplated and provided for herein or in a separate contract between the parties.
   5. For certain types of Services provided by a third party (like agents, sub-contractors etc.) but procured by digitalPR for the benefit of the Client (e.g. social media PR, influencer PR, sourcing data from various platforms for the purpose of creating reports etc.), digitalPR shall be authorized to act as the Client’s agent in dealing with third parties. Such procurement of service by a third party shall be informed and approved by the Client prior to the procurement. Where the Client provides digitalPR with access credentials to the Client’s account with third parties or authorizes digitalPR to create such accounts (e.g. social media advertising accounts), the Client acknowledges and agrees that digitalPR shall be authorized to operate such accounts for and on behalf of the Client.
   6. The Client acknowledges and agrees that third party Services may be subject to their own additional terms and conditions and that it shall be the responsibility of the Client to familiarize itself and comply with any such third party Service terms and conditions.
3. Samples, materials, etc.
   1. The Client shall provide digitalPR with needed materials, information and possible samples which digitalPR may reasonably require or request from the Client in order to provide the agreed Services. The ownership to such material and samples etc. shall not pass to digitalPR.
   2. The Client shall indemnify and hold digitalPR harmless against all liabilities, costs and expenses which digitalPR may incur as a result of any claim for infringement of any third party’s intellectual property rights arising from the use by digitalPR of any specifications, materials, data, software, samples etc. supplied to digitalPR by the Client or any person acting on the Client’s behalf arising out of the performance of the Services.
   3. The Client shall bear the risk and all cost related to shipments, distribution and use of the supplied material and samples. digitalPR shall under no circumstances be liable for accidental loss of the supplied samples, material etc. which is not attributed to digitalPR’s grossly negligent or intentional conduct or omission.
   4. The Client is responsible for keeping the material, samples etc. sufficient insured against theft, fire, damage, flood etc. under transportation and while the material and samples are in digitalPR’s or any third party’s position.
   5. On the expiration or termination of the contract, digitalPR shall return to the Client all information and advertising material, samples etc. belonging to the Client.
   6. digitalPR shall not be liable for any delay or interruptions in Services resulting from the Client’s non-compliance with this provision 3.
4. Fees and payments
   1. All prices are stated exclusive of VAT, taxes, duties or possible surcharges of any kind imposed by a government or other official body in the Client’s country.
   2. The prices are stated in EURO unless otherwise agreed.
   3. Fees shall be payable to digitalPR on the specific basis set forth in the individual contract, schedule of services, quotation, or order confirmation.
   4. All invoices shall be payable by the Client on presentation thereof unless otherwise agreed to by the parties in writing and all payments shall be made without any deduction, set off or exchange.
   5. In the case of partial or total non-payment by the Client of any charges due to digitalPR, the Client shall be liable to make payment of interest on the amount payable at the rate of 2% per month calculated on a daily basis from the date such charges first become due and compounded monthly in arrears until receipt of full payment by digitalPR. Furthermore, digitalPR may suspend all future Services until full payment of due amounts are paid.  
   6. In case a monthly/quarterly retainer fee is agreed, the Client shall separately pay for any PR activities or additional Services, which are not included in the monthly retainer fee. Before digitalPR commence such PR activity outside of the Services included in the retainer fee, the Client must approve in writing.
   7. digitalPR may invoice any additional and necessarily external costs incurred digitalPR in connection with carrying out the agreed Services, such as artwork, photography, printing, media monitoring, market research, exhibition and display materials, promotion etc. on behalf of the Client and other out of pocket expenses (including but not limited to photocopying, postage, stationery, travel, accommodation, entertaining, messengers, subscriptions, telephone, facsimile, press distribution, etc.) Such costs will be charged to the Client monthly by showing copy of relevant invoices from third parties. digitalPR is entitled to include a mark-up fee on all invoices from third parties to cover administration, credit risks etc. Any external costs shall be agreed with the Client prior to commitment.
   8. If notice of an assignment is given less than forty-eight hours before expected delivery/implementation, or if the assignment is of an extent that means it cannot be completed within standard business hours or without digitalPR’s restructuring other assignments, this will result in a fifty per cent increase in fees charged. The Client will always be notified hereof when the order is made, and before concluding an agreement.
   9. digitalPR shall not be required to make advance payments or enter financial commitments on behalf of the Client. If digitalPR after agreement with the Client has made such advanced payment on behalf of the Client, the Client shall immediately upon request, pay the amount of such advance payments or commitments to digitalPR.
   10. Transportation is not included in the retainer fee and will be charged in accordance with the applicable Danish government mileage rates, excl. any separately agreed charge for time spent.
5. Intellectual Property Rights
   1. digitalPR shall use the Client’s trademarks, trade names or any other symbols, but only for the purpose of fulfilling the Services.
   2. digitalPR shall neither register, nor have registered, any trademarks, trade names or symbols of the Client.
   3. The right to use the Client’s trademarks, trade names or symbols, as provided for under this provision no. 5, shall cease immediately for on the expiration or termination for any reason of the contract or agreement between the parties.
   4. Unless otherwise agreed, digitalPR maintains the right to use the Client as a reference on digitalPR’s website.
   5. digitalPR or any of its sub-suppliers retains the ownership to any intellectual property rights (e.g. copyrights) that may come into existence for digitalPR or its sub-suppliers in connection with delivering the Services and in in accordance with applicable laws.  The IP rights to the material produced in connection with delivering the Services to the Client, will be transferred to the Client. These rights do not include IP-rights to digitalPR’s source code – the media and press databases – that digitalPR owns.
6. Warranties
   1. The Client warrants that it shall use its best efforts to ensure that any information or material provided to digitalPR shall be truthful and shall not be misleading or unlawful nor will it wrongfully divulge or infringe upon the rights of third parties.
   2. digitalPR warrants to the Client that digitalPR
      • will provide the Services in a timely manner and to the standard of skill, knowledge, care and foresight that is reasonably and ordinarily expected from an experienced agency engaged in providing services which are the same as, or similar to, the Services provided by digitalPR;
      • shall comply with all reasonable instructions given by the Client in relation to the Services;
      • shall perform the agreed Services in accordance with all applicable laws and obtain and maintain all necessary licenses and permits required to provide the agreed Services;
      • shall do its best to avoid doing any actions or omissions, which does or might prejudice, harm, bring into disrepute or damage the Client’s name, business, brand, goodwill, its relationship with customers or customers’ perception of the Client; and
      • shall ensure that the Services and any press releases produced by digitalPR shall not infringe or allegedly infringe any rights of any third party.
7. Indemnification
   1. digitalPR shall not be liable to the Client in respect of any claim for any damages or loss including special, exemplary, indirect, incidental, consequential, punitive or tort damages arising out of, or in connection with an agreement between the parties or the Services, except for digitalPR’s gross negligence or willful misconduct.
   2. digitalPR shall not be liable for any fiscal aspects related to any of the Client’s samples or products etc. delivered to a third party, and the Client shall hold digitalPR harmless for any such claims from third parties.   
   3. In any event digitalPR liability is always limited to the amount of the fees for the Service that the claim is related to and can never exceed the total fees paid for this work.
   4. In no event shall either party be liable to each other for any loss of profits, consequential, special or incidental damages.
8. Confidentiality
   1. Except in any proceeding to enforce any of the provisions of an agreement between the parties, or as otherwise required by law, governmental regulation or binding court order, neither party will, without the prior written consent of the other party (i) publicize or disclose to any third party, either directly or indirectly, or (ii) use for any other purpose than the proper fulfillment of its obligations under an agreement, any of the following (“Confidential Information”):
      • any of the terms or conditions of any commercial agreement between the parties; or
        • any confidential or proprietary information or data received from a party except from
      • information that is or becomes generally available to the public other than as a result of disclosure by the receiving party, or
      • is or becomes available to the receiving party on a non-confidential basis from a source which to the receiving party’s knowledge, is not prohibited from disclosing such information to the receiving party by a legal, contractual or fiduciary obligation.
   2. If either party is served with a legally binding order by a court or governmental authority requiring the disclosure of any Confidential Information, then that party will immediately notify the disclosing party and will use its best efforts to permit the disclosing party, at its sole cost and expense, a reasonable period of time to intervene and contest disclosure or production.
   3. The parties shall each make any of its directors, employees, servants or agents to whom the other party’s confidential information is disclosed aware of the obligations of confidence and non-use.
   4. Each party will restrict all Confidential Information to its respective agents and employees on a “need to know” basis.
   5. On termination of the agreement or any time at the other party’s request the parties shall each forthwith return to the other party or at the other party’s option, destroy all copies of the other party’s confidential information then in its possession and all other documents or materials in its possession in so far as they contain confidential information relating to the other party.
   6. This provision 8 shall survive for five years the termination or expiration of the agreement between the parties.
9. Clients in the same industry
   1. Clients of digitalPR often need knowledge of markets, industries and areas that requires digitalPR to work with other companies in the same industry. The routine described in this provision 9 ensures that no parties will be compromised when confidential information is handled.
   2. digitalPR guarantees:
      • that meetings, presentations and work routines are conducted in a way that means no information will be leaked to work groups involved in competing assignments.
      • that documents and files are kept separate so that no insight can be gained into competing businesses.
   3. This provision 9 shall survive for five years the termination or expiration of the agreement between the parties.
10. Term and Termination
    1. The term of any agreement between the parties shall commence on the date of signing or the date of the order confirmation.
    2. Unless otherwise agreed between the parties, an agreement shall continue in force and effect for the period agreed separately between the parties or until the agreed Service is delivered. Thereafter the agreement will automatically expire unless it is mutually renewed by acceptance from both parties.
    3. During the term of an agreement the Client is not allowed to terminate the agreement or Services. digitalPR is allowed to terminate the agreement at its sole discretion and without incurring any liability towards the client by providing the Client with two months written notice to the end of a month.
    4. Either party can terminate an agreement in case of the following events:
       • By either party of the other party commits a material breach of its obligations and fails, in so far as remedy is reasonably possible, to remedy the breach within 10 working days after request by the non-breaching party.
       • By either party if the other party applies for or consents to the appointment of a receiver, trustee or liquidator to administer the business or its properties and assets. If by applicable law, the trustee has a right to continue the agreement on behalf of the estate, the trustee shall inform the non-breaching party within 10 working days.
    5. It is emphasized that, due to the close cooperative relations concerning the Services, the parties and the natural person(s) ultimately owning the parties owe a strict duty of loyalty to each other and that the issue of any material breach of an agreement by a party must be assessed in this light.
    6. It is understood that termination of an agreement shall not relieve a party from any liability already incurred by that party at the time of such termination.
11. Personal Data
    1. digitalPR may not use any personal data received for any other purpose than the proper performance of its obligations in connection with the Services and may not transfer or disclose any such personal data to any third party without the Client’s written consent or instruction.
    2. The Parties agree to comply with applicable personal data protection laws, including the General Data Protection Regulation (GDPR) and the Danish Act on processing of personal data. Furthermore, the parties agree to impose corresponding obligations on their service provides, employees and business partners.
    3. digitalPR will collect, process, and use personal data as a data processor in accordance with written instructions by the Client. The parties shall agree upon a Data Processing Agreement supplied by digitalPR along if applicable Standard Contractual Clauses as set forth by the European Commission.
12. Notices
    1. All notices and other communications hereunder being in writing shall be deemed to have been duly given; when delivered, if delivered by messenger during normal business hours of the recipient; when sent, if transmitted by e-mail or facsimile transmission (receipt confirmed) during normal business hours of the recipient.
13. Compliance
    1. The parties declares that neither the party, its employees, officers, directors shall engage in any activity that would expose a risk to the other party; hereunder the risk of fines, sanctions, penalties under any applicable law and regulation, including but not limited to regulations related to anti-corruption, anti-bribery, forced slavery, anti-trust or anti-money laundering. 
    2. Each party declare that, at the date of entering an agreement, the party, its directors, officers or employees have not offered, promised, given, authorized, solicited or accepted any undue pecuniary or other advantage of any kind (or implied that they will or might do any such thing at any time in the future) in any way connected with entering the agreement.
    3. Each Party also declare that it has taken reasonable measures and will continue to take reasonable measures to prevent subcontractors, agents or any other third parties, subject to its control or determining influence, from doing so.
    4. The parties will prohibit any form of corrupt practice – including bribery, extortion or solicitation, trading in influence or laundering – in relation with a public official at the international, national or local level, a political party, party official or candidate to political office, and a director, officer or employee of a party, whether these practices are engaged in directly or indirectly, including through third parties.
    5. If a party brings evidence that the other party has been engaging in material or several repeated breaches of this provision 13, it will notify the latter party accordingly and require such party to take the necessary remedial action in a reasonable time and to inform it about such action. 
    6. If the latter party fails to take the necessary remedial action or if such remedial action is not possible, it may invoke a defense by proving that by the time the evidence of breach had arisen, it had put into place adequate preventive measures adapted to its particular circumstances and capable of detecting corruption and of promoting a culture of integrity in its organization. 
    7. If no remedial action is taken or, as the case may be, the defense is not effectively invoked, the first party may, at its discretion, either suspend or terminate the agreement, it being understood that all amounts contractually due at the time of suspension or termination of the agreement will remain payable, as far as permitted by applicable law.
14. Dispute Resolution
    1. These General Terms and Conditions and every agreement entered between digitalPR and the Client shall be governed by Danish law.
    2. Any dispute arising out of or in connection with these General Terms and Conditions, any agreement between digitalPR and the Client, including its conclusion, construction and end, is to be settled before the Danish Maritime and Commercial High Court as first instance.