1.1. These Terms and Conditions “Terms” apply to all supplies and services provided by HH Consult ApS “HHC”, CVR no. 45044025, Lillebæltsvej 37, 6715 Esbjerg N, Denmark. By engaging our services, the CUSTOMER agrees to abide by these terms and conditions.
1.2. These terms and conditions constitute the entire agreement between HHC and the CUSTOMER applicable to HHC’s performance of a purchase order (“PO”). A PO is only binding upon HHC’s written acceptance of such PO and any exception and/or amendment to these Terms is only valid if agreed in the written order confirmation sent by HHC.
1.3. Both parties shall act in good faith and maintain open communication to ensure a successful cooperation.
2. Mutual obligations
2.1. HHC shall deliver services as outlined in the agreed PO.
2.2. Any changes to the PO requested by the CUSTOMER will entitle HHC to adjustments to pricing and timelines.
3. Pricing and payment
3.1. The consultant fee is based on an hourly/day rate specified in the agreed PO. Prices are in Danish Kroner (DKK) exclusive VAT, taxes and other expenses.
3.2. The consultant’s expenses for travel, accommodation, and meals incurred during the assignment will be invoiced separately according to government rates or actual documented costs plus 5 percent mark-up.
3.3. If the consultant’s daily travel time exceeds one hour, the excess time will be invoiced at the agreed hourly rate.
3.4. If the price of the services offered is changed due to unforeseen changes in taxes, changes in laws, etc., HHC shall be entitled to adjust the agreed price correspondingly.
3.5. Payment must be made within 14 days from the invoice date. Delayed payments will incur interest of 1,5% per commenced month of delay. Delayed payments will be deemed as a material breach, entitling HHC to terminate the PO and claim compensation for any direct and documented costs which HHC has incurred due to such termination.
3.6. Payment by set-off is not accepted.
4. Confidentiality
4.1. Both parties agree to maintain the confidentiality of proprietary or sensitive information shared during the course of the agreement and thereafter.
4.2. Information shall not be disclosed to third parties without prior written consent, except as required by law.
5. Force Majeure
5.1. Neither Party shall be held responsible for the non-fulfillment of obligations caused by force majeure, as defined in the ICC Force Majeure Clause (2020). Force majeure includes, but is not limited to: natural disasters, pandemics, government restrictions, industrial disputes, and other unforeseeable events beyond the control of the affected Party.
5.2. The affected Party must notify the other Party promptly in writing, providing all necessary documentation. Both Parties agree to mitigate the impact of such events to the best of their ability.
6. Intellectual Property Ownership (IPO)
6.1. All intellectual property rights, including but not limited to patents, copyrights, trademarks, designs, and know-how, created by a consultant from HHC during the performance of the PO under the CUSTOMER’s instructions, shall belong to the CUSTOMER.
6.2. Both parties agree to respect each other’s pre-existing intellectual property and shall not claim ownership or usage rights without prior consent.
7. Hiring of consultant by CUSTOMER
7.1. If the CUSTOMER chooses to employ the Consultant – either during the duration of the PO or within 6 months after its termination – HHC is entitled to compensation. This compensation reflects the loss of resources, know-how and earning opportunities that HHC suffers when the Consultant is no longer employed by HHC.
7.2. The compensation is a lump sum equivalent to 6 months’ salary calculated as: 6 × 160 hours × the agreed hourly rate or 6 x 22 x the agreed daily rate. The amount must be paid no later than 14 days from the consultant’s start date.
8. Limitation of liability
8.1. HHC’s total, aggregate and maximum liability under or in connection with a PO whether arising in contract, tort, negligence, breach of statutory duty or otherwise, shall not in any event exceed the total price of the PO.
8.2. HHC shall not be held liable for any indirect, incidental, or consequential damage arising from or in connection with the performance or non-performance of the PO.
9. Mutual Knock-for-knock Indemnity Clause
9.1. The Knock-for-Knock clause applies exclusively when HHC performs service or installation work.
9.2. Each party agrees to be responsible for and indemnify the other party against any loss, damage, injury, or liability arising from or related to personal injury, death, or company property damage suffered by its own personnel, contractors, or assets, regardless of the cause, including negligence or breach of duty by the other party.
9.3. Neither arty shall have any right of recourse against the other party (including its affiliates, employees, contractors, or representatives) for such losses or damages, even if caused in whole or in part by the acts, omissions, or negligence of the indemnified party.
9.4. Each party shall maintain appropriate insurance to cover its own risks under this clause and shall ensure that its insurers waive any rights of subrogation against the other party.
9.5. The obligations under this clause shall survive the termination or expiration of the PO, to the extent that any claims arise in connection with the PO.
10. Insurance
10.1. HHC maintains a professional liability insurance coverage of max. DKK 500.000 per occurrence and max. DKK 1.000.000 per year. HHC shall not assume any liability exceeding these stated amounts.
11. Disputes, Governing Law and Jurisdiction
11.1. Disputes between the parties which cannot be settled amicably shall be settled by the Court of Esbjerg by use of Danish Law.
12. Language
12.1. This agreement has been prepared in both a Danish and an English version. In case of doubt or differences in wording, the English version shall always prevail
