LAB Finance general Terms and Conditions
1. Definitions
1.1 The following definitions will apply in these General Terms and Conditions:
“Agreement” means the letter of engagement and any subsequent amendments in writing in this respect as well as these General Terms and Conditions collectively.
“Company” means the Company which has signed the Agreement with LAB Finance
“LAB Finance” means LAB Finance I/S, CVR no. 43 55 54 48
“Parties” means the Company and LAB Finance
“Party” means either the Company or LAB Finance
“Services” means the services LAB Finance provide under the Agreement
“Terms” means these General Terms and Conditions
2. Application
2.1 The Terms shall apply to all Services provided by LAB Finance. The applicability of any general terms and conditions of the Company is explicitly excluded, unless LAB Finance and the Company agrees otherwise in writing.
2.2 LAB Finance shall be entitled with one month of written notice to change the Terms, whereupon the new Terms shall apply to the Services provided after the expiry of the one-month period.
2.3 LAB Finance may engage other parties to assist in the provision of the Service under the Agreement. When another party assists LAB Finance in providing the Service, LAB Finance shall be responsible for such service in all respects.
2.4 In the event of any inconsistencies between the Agreement and these Terms, the Agreement shall supersede the Terms.
3. Formation of the Agreement
3.1 LAB Finance is only bound by written offers and quotations for 10 calendar days after submission hereof. If an offer or quotation is not accepted by the Company within 10 days, the offer or quotation lapses.
3.2 LAB Finance is not liable for any obvious typographical errors in the Agreement or other errors or omissions in documents or information issued by LAB Finance. LAB Finance reserves the right to correct such errors or omissions.
4. Scope and performance of the engagement
4.1 LAB Finance will endeavour to provide the Services in accordance with any schedule prearranged between the Parties. Unless the Company and LAB Finance specifically and in writing have agreed on a final time of delivery, all dates stated by LAB Finance, shall be estimates only.
4.2 Any increase or reduction in the scope of the Services arranged shall be agreed to in writing by the Parties. Any such work as LAB Finance may perform in relation to the change in the scope of the engagement shall be governed by the Agreement and the terms therein, however, subject to any adjustment of LAB Finance's fees and the schedule.
5. Co-operation
5.1 The Parties shall keep each other informed about any material circumstances relating to the performance of the engagement.
5.2 The Company shall appoint a qualified person to make decisions at management level with respect to the Agreement and provide LAB Finance with contact information on the appointed person.
5.3 The Company shall co-operate in good faith with LAB Finance in performing the Services, and this shall include timely arrangements for LAB Finance's access to all of the Company's data, information and staff as is necessary for providing the Services agreed, and inform LAB Finance immediately of any proposals, developments or other circumstances or issues which in the opinion of the Company are material to LAB Finance's performance of the Agreement and LAB Finance's provision of the Services agreed.
5.4 Any Agreement on a final time of delivery is conditioned upon whether LAB Finance receives the required material and gain access to necessary information from the Company in time.
5.5 If agreed deadlines are not met by the Company (e.g., delivery of materials) and this results in LAB Finance's employees being unable to start the planned work and subsequently having to be allocated to other tasks, the Company will pay for the period until the employees are assigned to a new task.
6. The Services
6.1 LAB Finance offers financial and/or ESG support to the Company as part of the Services. LAB Finance’s counseling should solely be considered as guidance and input, as the Company itself bears all responsibility for management decisions based on the Services.
6.2 LAB Finance is not an audit firm and LAB Finance does not offer any audit/assurance, limited assurance, verification or whatsoever as part of the Services. LAB Finance bears no responsibility for the Company’s audit and accounting.
7. Prices
7.1 LAB Finance's fees for the Services shall be calculated based on time spent and the hourly rates in the Agreement.
7.2 If, prior to commencement of the work, no Agreement has been made with the Company about the fee to be charged, the fee shall be charged on a time basis using the hourly rates fixed at any time relating to those partners and employees who performed the Services.
7.3 All hourly rates are listed as net prices exclusive of taxes and duties.
7.4 Any expenses or outlays relating to the Services, including travelling expenses, accommodation, subsistence allowances, publications, data, fees to sub-service providers etc. shall be paid by the Company in addition to the fee. Any fees to external advisors or specialists engaged by the Company shall be paid directly by the Company and shall be of no concern to LAB Finance.
7.5 LAB Finance reserves the right to adjust prices without prior written notification on 1 January each year as the prices will increase subject to the annual index regulation according to the general price development.
8. Payment
8.1 All payments will fall due 7 days from the date of invoice unless otherwise agreed in the Agreement. Upon payment after due date, interest shall be charged with 2% per month from the day after the due date in accordance with the rules of the Danish lnterest Act (“Renteloven”).
8.2 The payment is considered completed when the money is available on LAB Finance’s designated account.
8.3 The Company is not entitled to make deductions, set-offs or counterclaims in the payment to LAB Finance.
8.4 LAB Finance is entitled to cancel any pending Agreement and/or suspend the delivery of Services until any and all due amounts have been paid in full.
9. Confidentiality
9.1 The Parties shall be under a mutual duty to safeguard the confidentiality of all material, records and information about the other Party as well as all information received from the other Party in connection with the performance of the Agreement.
9.2 This stipulation on confidentiality shall not apply to material, records and information (i) which are known to the public, (ii) with which the recipient is already familiar, (iii) which have been passed on by any third parties without restrictions, (iv) which have been developed separately, or (v) which have been disclosed pursuant to a legal requirement or a court order.
9.3 Irrespective of the stipulation stated in above, LAB Finance shall be entitled to pass on the Company’s confidential information and material to other relevant third parties assisting in the provision of the Services or when this is necessary in order to attend to the Company's interests.
9.4 Neither the Company nor LAB Finance shall mention the other Party or the Services in public without such Party's prior written consent.
9.5 After the time of delivery of the Services, LAB Finance shall be entitled to refer to the Company and the Agreement in good faith by using the name and logo of the Company, for example as reference on LAB Finance’s website, when submitting proposals or presentations, or during training.
10. Personal data
10.1 This clause 10 is not applicable when LAB Finance is a data processor on behalf of the Company, in which case the data processing will be governed by a specific data processing agreement between the Parties.
10.2 LAB Finance respects the Company’s expectations of privacy and confidentiality. Accordingly, LAB Finance collects and processes personal data in accordance with applicable legislation, including, but not limited to the EU General Data Protection Regulation (GDPR), the Danish Act on Data Protection and relevant special legislation.
10.3 LAB Finance uses data processors as suppliers to store and process personal data received from the Company or its representatives or other sources. Furthermore, LAB Finance discloses personal data to other relevant third parties assisting with the provision of the Services or when this is necessary in order to attend to the Company's interests and/or to deliver the Services as agreed.
10.4 When the Company provides LAB Finance with personal data on a third party, it is the responsibility of the Company to ensure that the Company is entitled to disclose such personal data to LAB Finance.
At request, LAB Finance can provide a privacy notice to individuals, with whom LAB Finance has no direct contact, e.g. the Company’s employees, customers and other relations.
11. Conflict of interest
11.1 LAB Finance provides many different professional services to Companies, and LAB Finance cannot guarantee identification of all situations in which a conflict with the Company's interests may exist.
11.2 Should the Company be or become aware of possible conflicts of interests that may affect the Agreement, LAB Finance urges that the Company notify LAB Finance thereof without undue delay.
11.3 If a potential or actual conflict of interest has been identified, and LAB Finance believes that the interests of the Company may be adequately safeguarded through the implementation of relevant procedures, LAB Finance will discuss and agree such procedures with the Company.
12. Rights
12.1 Each Party shall maintain the rights existing prior to the commencement of the Agreement, irrespective of whether these rights form part of the Services, and no Party shall gain any right to the other Party's rights existing prior to the Agreement.
12.2 The Company shall be entitled to use the Services rendered pursuant to the Agreement in-house in its own organization. The right of use, however, shall not include any models or methods or similar means which have been applied in connection with the rendering of the Services and which are the property of LAB Finance.
12.3 The Services provided by LAB Finance to the Company may not be passed on to any third parties. The Services may be applied for the Company’s own use only, unless otherwise consented to by LAB Finance in writing, or if Danish law or any judicial decision orders/allows the Company to do so.
12.4 LAB Finance shall assume no responsibility or obligations if the Services is used for any purpose other than outlined in the Agreement.
13. Breach of agreement
13.1 If either Party materially defaults on their obligations pursuant to the Agreement and/or these Terms, the other Party shall be entitled to terminate the Agreement.
13.2 If the Company defaults on its payment obligations, LAB Finance shall be entitled to terminate the Agreement.
13.3 However, the Agreement may be terminated only if the breach of the Agreement has not been rectified 14 days after submission of a written default notice. The default notice shall state the cause of breach and that the Agreement will be terminated if the breach has not been rectified before expiry of the notice period.
13.4 In case of material breach of the Agreement, a Party shall be entitled to compensation pursuant to the general rules of Danish law. However, see clause 14 on limitation of responsibility.
14. Limitation of liability
14.1 LAB Finance shall be liable for the Services rendered under the Agreement in accordance with the general rules of Danish law.
14.2 LAB Finance shall, however, assume no responsibility for any indirect loss or consequential damage, including loss of goodwill, image, earnings, profit or data.
14.3 LAB Finance shall not be held liable for any claims that might arise as a result of false, misleading or incomplete information, data or documentation furnished by other parties than LAB Finance.
14.4 LAB Finance shall assume no liability in respect of any other parties (including third parties) who benefit from, use or gain access to the Services provided by LAB Finance. The Company shall undertake to compensate LAB Finance for obligations, losses, expenses or other costs that LAB Finance may reasonably incur in connection with claims from such other parties and claims against LAB Finance attributable to the Company’s defaulting on the Agreement.
14.5 Any material changes or modifications made to LAB Finance’s performed Services by the Company and/or its other contractors exempts LAB Finance from any liability and obligation in relation to the Services.
14.6 LAB Finance cannot be held liable for defects and/or damages if these can be attributed to the Company’s inappropriate or incorrect use of the Services.
14.7 The Company may claim compensation up to a maximum of 50 % of the payments made to LAB Finance over the last 3 months, but not exceeding a total of DKK 500,000.
14.8 If the Company wishes to make a claim for compensation against LAB Finance the claim must be made without undue delay and in any case no later than 14 days after the potential loss has occurred.
14.9 If the Company complaints about a defect in the delivered Services, LAB Finance is entitled to make reasonable remedies to the Services.
14.10 LAB Finance is not liable for any infringement of third-party intellectual property rights by the delivered Services unless the infringement is intentional. To the extent that LAB Finance is faced with claims of infringement of third-party intellectual property rights by the
14.11 delivered Services, the Company shall indemnify LAB Finance if the Services were performed based on the Company’s instructions.
15. Termination of the Agreement
15.1 Notwithstanding anything else stated herein, LAB Finance may terminate this Agreement, in whole or in part, with immediate effect upon written notice to the Company if LAB Finance determines that LAB Finance's performance of any part of this Agreement due to law, regulation, change in circumstances will imply that LAB Finance's performance of any part of the Agreement will be illegal or otherwise unlawful or in conflict with independence rules applicable to LAB Finance.
15.2 When terminating the Agreement, the Company shall pay LAB Finance for the Services provided until the termination and/or any unsettled hours used and costs and outlays incurred, as well as any expenses that LAB Finance may incur as a result of the termination.
15.3 Unless the Agreement is terminated in accordance with the above, it shall terminate when the Services has been provided.
16. Any provisions and obligations of the Agreement that - either explicitly or by nature - extend beyond the date of termination shall continue to apply after the termination of the Agreement irrespective of the above.
17. Force Majeure
17.1 LAB Finance cannot be held liable for LAB Finance’s failure to perform caused by circumstances beyond the control of LAB Finance. The occurrence of such an event relieves LAB Finance from claims for compensation, damages, penalties and other contractual sanctions. Such event includes in particular but is not limited to strikes, lockouts, boykots, sabotage, labour disputes, interruptions of operations, explosion, fire, natural disasters, governmental measures and restrictions imposed by national or foreign authorities, confiscation, embargoes, currency restrictions, lack of transport, veterinary diseases, malicious tampering, acts of terror, environmental measures, pandemics, war and defective or unforeseeably delayed supplies from sub-contractors.
17.2 Such circumstances postpone the time for due performance for such period as may be considered reasonable, thereby excluding the Company’s right, if any, to terminate or revoke the Agreement. After 120 days of postponement either of the Parties are entitled to terminate the Agreement in writing without further notice to the other Party.
18. Applicable law and venue
18.1 Any disagreement or dispute arising between the Parties on the interpretation of the Agreement and/or these Terms shall be settled by application of Danish law before Danish courts with Københavns Byret as venue.