Plateau Agency
Terms & Conditions
1. General
These terms and conditions (the “Conditions”) are to complement any quote or proposal made by Plateau Agency ApS, company registration no. 37915254, Hørupvej 10, 3550 Slangerup (“Plateau Agency”).
Unless otherwise agreed in writing, these Conditions shall apply to all work and services supplied or performed by Plateau Agency. In the event of any ambiguity or discrepancy between these Conditions and provisions stipulated in quotes or proposals made by Plateau Agency, the quote or proposal in question shall prevail. Any provision or condition in the conditions of order of the person or company to whom such services are supplied (the “Customer) or otherwise which conflicts with or in any way qualifies any of these Conditions shall have no effect and these Conditions shall prevail.
Unless otherwise stipulated, quotes and proposals made by Plateau Agency are valid for 14 days from the date of which it was given to the Customer, within which time Plateau Agency will require written approval to proceed and/or a purchase order from the party responsible for paying Plateau Agency’s invoices. Plateau Agency’s timelines and costs are based on the availability of meeting participation, required approvals by the Customer and a continuous workflow without unreasonable delays. Delay in the Customer’s participation may result in the delay of the whole project, and Plateau Agency will not be responsible for any delays in the project as a result of Customer’s failure to meet approval, content supply or meeting deadlines. Delays that are not within reason, and for which Plateau Agency is not solely responsible, will require revision of timeline and costs. The Customer will be charged for any such necessary revisions including restart expenses. If the delivery or completion of any deliverables is delayed as a result of the Customer, Plateau Agency shall be entitled to invoice in full for any works already completed but contingent on the delivery of the delayed deliverables including, without limitation, any additional costs and out-of-pocket expenses that Plateau Agency may incur as a result of such delivery. The issuing of these interim invoices may occur outside of the agreed payment schedule. Should further deliverables or services be required, a change order will be issued to cover additional costs, as per the change of scope procedure set out in these Conditions.
2. Costs, Estimates, and VAT
Plateau Agency shall charge such fees, costs, charges and expenses as quoted or otherwise agreed in writing with the Customer for the supply of services. In addition to the charges, Plateau Agency may incur additional include out-ofpocket and third-party expenses (including but not limited to graphics, photography, printing, copying, research studies etc.) on behalf of the Customer in the proper performance of its services. Such costs are to be charged to the customer monthly in arrears, unless expressly included within the written quotation of each project. In addition hereto, the Customer must pay for the travel and accommodation expenses incurred by Plateau Agency in connection with the services, unless expressly included within the written quotation of each project. Plateau Agency will notify the Customer of such expenses and Plateau Agency reserves the right to request prepayment of any amount necessary to pay for such expenses.
All amounts stated in quotations, proposal or estimates made by Plateau Agency are expressed to be without value added taxes. The Customer agrees to pay in addition to the amounts stated therein all and any value added taxes which is or may become payable on the amounts.
3. Terms of Payment
All amounts stated are Danish Kroner (DKK) and all invoices must be paid in this currency to the account stated in the invoice. Unless otherwise agreed in writing, all other invoices shall be paid in full within 14 days of the date of invoice. All invoice queries should be notified to Plateau Agency within 13 days from the date of the Customer’s receipt of the invoice. Goods or services supplied too or commenced at the request of an agent for the Customer shall be chargeable to that agent as well as to the Customer. In the event of late payments or missed payments, Plateau Agency reserves the right to immediately suspend or cease all ongoing work and services. Any late payments will incur a cost of 3% per month.
4. Changes and Additional Work
Quotations, proposal and estimates made by Plateau Agency are based on the potential scope stipulated therein and does not include any other requirements, additional work or changes in scope. Any services or deliverables beyond the scope on which quotations, proposal and estimates made by Plateau Agency are based, will be considered a change request, and will require a separate quotation or change order. Such incremental scope shall be dependent on the negotiation, in good faith between Plateau Agency and the Customer, of any changes or additions to delivery schedule, services, deliverables, fees or pass through costs. Such changes shall be detailed in writing and signed otherwise approved by both
5. Suspension and Termination
The Customer shall not be entitled to suspend or cancel the delivery or performance of any agreed supplies and services by Plateau Agency. Plateau Agency shall have the right to suspend or cease ongoing work and services if and for so long as the Customer is in default with any of the Customer’s obligations towards Plateau Agency. In the event of default by either party with respect to any material obligation (including, on the part of the Customer, the obligation to make payments to Plateau Agency), the other party may give written notice of termination to the party in default, setting out the details of the default and specifying a termination date not earlier than 2 (two) weeks after the date of the notice. Unless the party in default, prior to the termination date specified in the notice, shall have remedied the default or made other dispositions to the satisfaction of the other party, the agreement in question shall automatically terminate on the specified termination date. Upon termination (for whichever reason) or expiration, all obligations and rights of the parties under the provisions of clauses 8, 10, 11 and 12 shall continue.
6. Intellectual Property Rights
Unless specifically agreed otherwise in writing, the copyright and all other rights of an intellectual property nature in all design, artwork, copy and other work produced by Plateau Agency shall be and remain the exclusive property of Plateau Agency. The rights of an intellectual property nature in all design, artwork, copy and other work produced by third parties, except where Plateau Agency obtains a valid assignment of such rights from such third parties, shall remain with such third parties but Plateau Agency shall, at the Customers’ request use its reasonable endeavors to obtain such as assignment in the event that the Customer pays all of the costs and fees involved. For the avoidance of doubt nothing shall require Plateau Agency to assign the rights of an intellectual property nature in its work, unless a separate agreement is requested and reached in advance. The Customer is not entitled to disclose any of Plateau Agency’s material to any third party without prior written consent from Plateau Agency. If requested, Plateau Agency will (at its discretion) provide the client with end artwork in its final form. However Plateau Agency does not by default (or without further charge) provide the Customer with its original artwork or any ‘working’ or ‘development’ files, rejected concepts and designs, images or documents generated throughout the project. Ownership and copyright of all unused or rejected files, documents and designs will reside with Plateau Agency for non-exclusive future use. Appropriate credit and acknowledgment for work produced by Plateau Agency should be attributed to Plateau Agency where possible (for instance written in small text on the back of a printed item or at the bottom of a website) and may be referenced for Plateau Agency’s promotional purposes unless otherwise (in exceptional circumstances) prearranged with the client. Plateau Agency will never knowingly infringe any copyright or trademark and will deliver, to the best of knowledge, creative solutions that are original and unique.
Unless otherwise agreed in writing, it is the responsibility of the Customer to ensure that no copyright or trademark has been infringed and to make their own application for copyright or trademark in the relevant jurisdictions. The Customer shall promptly notify Plateau Agency in writing of any claim of infringement or any action for infringement brought against the Customer by a third or services provided by Plateau Agency. Plateau Agency shall, at the request of the Customer, undertake the defense, or provide such assistance as the Customer may reasonably require in the defense, of the claim or action to final judgement or settlement. If Plateau Agency undertakes the defense, Plateau Agency shall have sole charge and direction of the defense and the Customer shall render to Plateau Agency all reasonable assistance that may be required by Plateau Agency in the defense. Plateau Agency may further, at Plateau Agency option, seek to abate the alleged infringement by modification of the work or services supplied by Plateau Agency.
7. Content and Hosting of Website
Prior to project commencement, Plateau Agency are to receive, where possible, all necessary associated information and branding assets, including research, evidence, existing photography and video, logos, typography, color palettes, image style, existing brand language and tone of voice guidelines, and layout guidelines. All design files must be supplied to Plateau Agency in editable Illustrator format and all necessary images and text will be provided to Plateau Agency prior to project commencement. Unless clearly agreed otherwise, the uploading of content to any website is the responsibility of the client. Unless clearly agreed otherwise, website hosting, purchase of URLs and other on-going digital charges or content management system costs etc. are not included in quotes or proposals made by Plateau Agency.
8. Confidentiality
The Customer and Plateau Agency undertake to keep secret and not to disclose any confidential information which comes to the notice of it in relation to the other party and/or any of its subsidiary and associated companies (other than information already in the public domain) and not to use it for any purpose other than as agreed. Plateau Agency’s confidential information shall include, but not be limited to, details of its fees, costs and unused work and concepts that it has produced. The resultant design work will be used in Plateau Agency’s portfolio unless agreed otherwise in advance.
9. Privacy
Plateau Agency ensures that any collected data is securely stored and meets the requirements under the Danish Privacy Act (“Persondataloven”).
10. Indemnification
The Customer agrees to indemnify and hold Plateau Agency harmless from and against any claims, actions, proceedings, losses, liabilities, damages, costs, or expenses suffered or incurred in relation to work or services provided.
11. Limitation of Liability
Except as expressly agreed, Plateau Agency does not provide, in respect of any of its obligations, any further or additional warranty or representation of any kind, express or implied, and any warranties, representations, conditions or other terms that may be implied by statute or general law are, to the fullest extent permitted by law, including, without limitation, any implied warranties of quality. In no event shall Plateau Agency be liable for any loss of contract or production, loss of anticipated revenues or profits, delays or otherwise for any consequential, indirect or incidental damages. To the extent that remedies (by way of replacement or otherwise) are specified in these Conditions, such remedies are exclusive and shall constitute full and final settlement of Plateau Agency's liabilities (howsoever arising) in respect of the related default. Plateau Agency shall not be liable for any delay or failure to perform any of its obligations as a result of war, flood, storm, riot, fire, accident, civil commotion, acts of God, government action, failure of power supply, equipment failure, lock out, strike, default, or failure of subcontractor or suppliers or any other cause beyond its reasonable control and Plateau Agency shall not be liable for any loss, damage or expense suffered by the Customer or any third party arising directly or indirectly from any of such matters.
12. Applicable Law
These terms and conditions shall be governed by and construed in accordance with the laws of Denmark, without resort to its conflict of law provisions. In the event of a dispute arising out of these terms and conditions or between Plateau Agency and the Customer, the proper jurisdiction and venue will be the City Court of Copenhagen, Denmark.
13. Miscellaneous
The waiver or non-enforcement by Plateau Agency of any breach of these Conditions shall not prevent the subsequent enforcement of these Conditions in full and shall not be deemed as a waiver of any subsequent breach. Any notices required to be given under these Conditions shall be in writing.