Terms and Conditions

1.1 The Agency provides web development (primarily using WordPress, Nuxt, and Laravel), software engineering, hosting, maintenance, and technical consultancy services as defined in a signed Service Agreement or Statement of Work (SOW).

1.2 Any additional tasks, features, or change requests falling outside the original SOW will be treated as new assignments and billed at the Agency's prevailing hourly rate unless a fixed-price agreement is reached in writing.

2.1 Rates: All prices are quoted in DKK excluding VAT unless otherwise stated.

2.2 Invoicing: Subscription-based services (e.g., hosting, maintenance) are billed in advance. Development tasks are billed either upon milestones or monthly in arrears.

2.3 Payment Terms: Standard payment terms are Net 14 days.

2.4 Late Payment: In the event of late payment, interest shall accrue at the rate of 2% per month. The Agency reserves the right to charge a late fee and a debt collection fee in accordance with Danish law.

2.5 Suspension: The Agency reserves the right to suspend all services, including hosting and access to platforms, if any invoice remains unpaid after the due date. Suspension does not release the Client from their obligation to pay for the subscription during the suspension period.

3.1 Free Revisions: The Agency offers a set number of free revisions depending on the project type:

3.2 Standard WordPress Projects: Includes three (3) free small revisions.

3.3 Premium WordPress Projects: Includes six (6) free small revisions.

3.4 Definition: A "small revision" is defined as a modification or adjustment that takes less than one (1) hour to complete.

3.5 Exceeding Revisions: Any revisions exceeding the allocated amount, or any single revision task requiring more than one (1) hour of work, will be regarded as a new task and billed at the Agency's current hourly rate.

4.1 Security Disclaimer: While the Agency follows best practices for development in WordPress, Nuxt, and Laravel, the Agency is not liable for any security issues, vulnerabilities, or data breaches caused by the underlying core software, third-party plugins, themes, or packages (e.g., Composer packages or NPM modules).

4.2 Third-Party Flaws: The Agency is not responsible for "Zero-Day" exploits or security flaws discovered in the WordPress core, Laravel framework, or Nuxt ecosystem.

4.3 Maintenance Necessity: Security in these environments requires ongoing updates. If the Client opts out of a maintenance agreement, the Agency is not responsible for any security compromises resulting from outdated software.

4.4 No Warranty on Open Source: The Agency provides no warranty that open-source frameworks or CMS platforms will remain bug-free or compatible with future web browsers or server environments.

4.5 It is the clients responsibility that all the content used on their website does not break any copyright laws etc. The Agency does not take any responsibility.

5.1 Third-Party Providers: The Agency utilizes third-party infrastructure (e.g., Hetzner). The Agency is not liable for service interruptions caused by these providers, including fiber cuts, power outages, or hardware failures.

5.2 Administrative Access: To ensure the integrity and security of the environment, the Agency maintains exclusive administrative (root/SSH) access to all server environments managed by the Agency.

5.3 Backups: Unless otherwise specified, the Agency performs daily backups with a 30-day retention period. The Agency is not liable for data loss beyond the restoration of the latest successful backup.

6.1 Liability Waiver: When taking over existing systems or codebases developed by third parties (Legacy Code), the Agency accepts no responsibility for pre-existing bugs, security flaws, poor architecture, or performance issues.

6.2 Remediation: Any work required to stabilize or fix Legacy Code is billed as a new task and is not covered by standard maintenance agreements.

6.3 Stability: The Agency cannot guarantee the stability of Legacy Code, and any system crashes resulting from pre-existing flaws are the sole responsibility of the Client.

7.1 Client Deliverables: Upon full payment of all invoices, the Client is granted a non-exclusive, non-transferable license to use the final code specifically developed for their project.

7.2 Agency Proprietary IP: The Agency retains full ownership and all rights to its proprietary tools, frameworks, "bot-engines," server-side scripts, and pre-existing modules used to deliver the service. The Client is granted a right of use for these components only for the duration of the Service Agreement.

7.3 Marketing: The Agency reserves the right to use the Client’s name, logo, and screenshots of the finished work as a reference in marketing materials and portfolio, unless a separate Non-Disclosure Agreement (NDA) specifically prohibits this.

8.1 The Agency often integrates with third-party platforms (e.g., Steam, Discord, Riot Games, Payment Gateways).

8.2 External Changes: The Agency is not liable for downtime, bans, or loss of functionality caused by changes to third-party APIs or terms of service.

8.3 Credentials: The Client is responsible for securing and maintaining their own third-party API keys and account credentials. The Agency is not liable for loss of access due to the Client's failure to manage these accounts.

8.4 API Costs: Any costs associated with third-party API usage are to be borne by the Client.

9.1 Consequential Loss: The Agency shall not be liable for any indirect loss, including but not limited to loss of profit, loss of data, loss of goodwill, or business interruption.

9.2 Liability Cap: The Agency’s total liability for any claim arising out of this agreement is limited to the total amount paid by the Client to the Agency for the specific service in the three (3) months preceding the claim.

9.3 Client Testing: It is the Client's responsibility to test and approve all deliveries. Claims regarding defects must be submitted in writing within 60 days of delivery.

9.4 Client Indemnity: The Client shall indemnify and hold the Agency harmless against any claims, damages, or legal expenses arising from the Client's content (e.g., copyright infringement, illegal data, or defamatory material) hosted or processed by the Agency.

10.1 Confidential Information: Both parties agree to keep all technical, financial, and business information confidential.

10.2 Non-Communication: The Client specifically agrees not to discuss or disclose the Agency’s internal technical methodology, pricing structures, or specific partnership details with previous service providers or competitors of the Agency without explicit written consent.

11.1 During the term of the agreement and for twelve (12) months thereafter, the Client agrees not to solicit, recruit, or hire any employees or contractors of the Agency without prior written agreement and payment of a recruitment fee equivalent to 50% of the employee's annual salary.

12.1 Notice Period: Unless otherwise agreed, the notice period for termination of subscriptions is the current month plus three (3) months.

12.2 Material Breach: In the event of a material breach (e.g., non-payment) or unprofessional/abusive behavior from the Client toward the Agency’s staff, the Agency may terminate the agreement immediately.

12.3 Data Transfer: Upon termination, the Agency will assist in transferring the Client’s raw data at the Agency’s current hourly rate. Administrative access to the Agency’s proprietary server setups will not be granted.

13.1 The Client is the Data Controller and the Agency is the Data Processor. The Client is responsible for ensuring that all data processed via the platform is collected in compliance with the GDPR.

13.2 A separate Data Processing Agreement (DPA) shall be signed if requested by either party.

14.1 The Agency provides services to many clients within similar industries (e.g., Esport). The Client acknowledges that the Agency is not restricted from providing services to competitors of the Client, provided that no confidential information is shared.

15.1 Active Participation: The Client must provide all necessary materials (content, logins, feedback) in a timely manner.

15.2 Project Stalling: If a project is delayed by more than 14 days due to the Client’s failure to provide materials or feedback, the Agency reserves the right to invoice for work completed to date and/or charge a reactivation fee to resume the project.

16.1 The Agency reserves the right to use subcontractors or third-party freelancers for the performance of the services, provided the Agency remains responsible for the overall quality of the delivery.

17.1 The Agency is not liable for failures caused by events beyond its control, including fire, flood, war, strikes, pandemics, or state-sponsored cyber-attacks (DDOS).

18.1 These Terms are governed by Danish law. Any disputes that cannot be settled amicably shall be brought before the City Court of Copenhagen.

18.2 Legal Fees: In the event of litigation arising out of this agreement, the prevailing party shall be entitled to recover its reasonable attorney fees and costs from the non-prevailing party.

19.1 While the Agency implements industry-standard security measures, the Agency does not guarantee that systems are 100% impenetrable. The Agency is not liable for damages resulting from unauthorized access (hacking), zero-day exploits, or data breaches, provided the Agency has not been grossly negligent in maintaining the server environment.

20.1 The Client is responsible for maintaining and paying for any third-party software licenses required for their platform (e.g., premium WordPress plugins, themes, or specific bot modules) unless otherwise agreed in writing. The Agency is not liable for service interruptions caused by expired third-party licenses.

21.1 Upon completion of a development task or migration, the Agency will notify the Client. If the Client does not provide written feedback or objections within five (5) business days, the work is deemed accepted, and the Agency is released from any further obligations regarding that specific delivery, except for standard warranty terms.

22.1 Clauses regarding IP rights, Confidentiality, Liability, Non-Communication, and Non-Solicitation shall survive the termination of these Terms.