1. INTRODUCTION
1.1
These terms and conditions (the “Terms”) are entered into by and between Beseen ApS, business registration no. 45651495, Søren Frichs Vej 38k, 8230 Aabyhoej, Denmark (“Bseen” or the “Company”), and the entity accepting and placing an order for services provided by the Company (the “Customer”). The Company and the Customer are each a “Party” and together the “Parties”. These Terms govern the Parties’ rights and obligations in relation to the delivery of services from the Company to the Customer.
1.2
These Terms together with 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 on which the Customer places the order via email or other written communication with 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 link building between the Customer and third parties (for example publishers) and preparation of articles and other content, 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 such Additional Services shall be agreed separately between the Parties on a case by case basis and concluded in writing, including but not limited to by email, shared spreadsheets, order overviews or by phone followed by written confirmation.
3.2
Unless otherwise specifically agreed in writing in relation to any 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 prices for the services as set out in the order or in the latest price list or offer shared by the Company. All prices stated by the Company are exclusive of VAT unless otherwise expressly stated. The Company may adjust prices and any price model at any time for future orders.
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, unless otherwise agreed in writing. 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 (Renteloven).
5.2
If a service cannot be provided for reasons attributable to third parties (for example publishers) or cannot be provided within the period agreed in the order, the Customer will receive a credit note for the relevant amount to the Customer’s credit account with 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 of the Customer’s credit account.
6. ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES
6.1
The Customer acknowledges that the services are delivered on the basis of the information and material provided to the Company by the Customer.
6.2
The Customer acknowledges that the risk relating to the validity, correctness, and legality of the information and material provided to the Company lies solely with the Customer.
6.3
The Customer is solely responsible for ensuring that its use of the services complies with all applicable laws and regulations in any relevant jurisdiction. The Company assumes no responsibility or liability for the Customer’s failure to comply with such laws, and the Customer shall indemnify and hold the Company harmless from any claims, damages, or costs arising from such non compliance. Additional market specific requirements may apply as set out by the Company from time to time.
6.4
The Company makes no warranty that the services will result in any specific outcome for the Customer, including but not limited to increased revenue, improved search rankings, increased online traffic or improved reputation or brand tracking.
7. REFERENCES
7.1
The Parties’ rights to their names and trademarks shall remain their separate and sole property. However, the Company is entitled to use the Customer’s name and trademarks for marketing and reference purposes, for example on the Company’s website and in sales materials, unless the Customer has expressly objected to this in writing.
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:
a) the Company’s use of information or material provided by the Customer for the delivery of the services, or
b) any willful misconduct or gross negligence on the part of the Customer, or
c) any alleged infringement of marketing practices legislation or other applicable law arising from the Customer’s products, services, content, or instructions.
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 in this clause 9.
9.2
The Customer is strictly prohibited from using any media lists, domain lists, publisher lists, price lists, spreadsheets, catalogs, overviews or similar materials received directly or indirectly from the Company as a lead source for contacting publishers, website owners or other suppliers for the Customer’s own benefit outside the cooperation with the Company. This prohibition applies irrespective of whether the material is shared as a file, screenshot, link, spreadsheet, presentation or in any other form.
Any breach of this clause 9.2 shall be deemed a material breach of the Customer Agreement and entitles the Company to:
a) immediately terminate the Customer Agreement in whole or in part,
b) permanently exclude the Customer from any future cooperation, and
c) claim compensation for any directly provable lost revenue and reasonable costs incurred as a result of the breach, including lost margin on orders that, based on objective evidence, would otherwise have been placed through the Company.
9.3
The Company shall not be liable for any indirect loss, including but not limited to operating loss, loss of time, loss of expected savings, loss of profit, loss of data, costs related to investigations of a defect, or loss or damage related to effects on other software, systems or services.
9.4
The Company disclaims any product liability and any liability for the validity, correctness, and legality of the information and material provided by the Customer.
9.5
In any case, the Company’s aggregate liability arising out of or in connection with a specific order shall be limited to an amount corresponding to the value of that 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) confidential information in any systems, tools or documentation made available by the Company, or c) the other Party’s business, know how, customers or internal affairs.
10.2
The confidentiality obligation takes effect when a Party obtains access to confidential information and shall remain in effect for 5 years after termination of the Customer Agreement.
10.3
Notwithstanding clause 10.1, either Party shall be entitled to disclose 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 non performance of its obligations under the Customer Agreement (other than any payment obligations) to the extent such non performance is due to events, acts, omissions, happenings, or non happenings outside that Party’s reasonable control which could not reasonably have been 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 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 prevent the affected Party from complying with its obligations under the Customer Agreement, the affected Party shall promptly notify the other Party. Following such notification, the affected Party shall resume 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 or websites to ensure that content produced by the Company aligns with the desired language, tone of voice and branding. The data collected may be used for content creation related to the Customer’s orders and for other purposes that lie within the scope of the Company’s services at any given time.
12.2
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 rules 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 of the Customer Agreement, shall be settled by the ordinary Danish courts, with the City Court of Aarhus as the court of first instance.
15. Complaints Procedure
15.1 If you wish to submit a complaint about our services, please contact us at md@bseen.gg, so we can review the matter and attempt to find a suitable resolution.
15.2 Business customers (B2B) shall resolve any disputes in accordance with general principles of Danish law.
