- Definitions
- In this agreement, the following terms have the following meanings when written with an initial capital letter:
- "Agreement" means this collaboration agreement, including Appendices, as may be amended from time to time in accordance with Clause 15.
- "Confidential Information" means all technical and other information that is not IPR.
- "IPR" means patents, utility models, designs, copyrights, and other intellectual property rights of a technical nature anywhere in the world.
- "Party" or "Parties" means the Customer or the Company individually or the Customer and the Company collectively.
- "Product" means the Company's apps, including content and materials.
- "Start Date" means the date on which this agreement comes into effect as per "Appendix 1 – Offer."
- Background
- The Company actively works to minimize cultural waste and provides the unified platform gogo (the Product), which connects cultural actors and cultural users. This is achieved by offering a solution to both parties, where cultural organizers can publish and market events targeted at cultural consumers. Cultural consumers can use gogo to find relevant events and get inspired. At the same time, they can also see strong offers through the Last Chance concept, which cultural actors post 72 hours before the event starts.
- Purpose
some text- The purpose of this Agreement is for the Parties to collaborate so that the Customer's customers gain access to the Product.
- The background for this is that the Customer, like the Company, wishes to minimize cultural waste.
- Subcontractors
some text- The Company is entitled to use subcontractors.
- Scope of the Agreement
some text- The Company commits under this Agreement to deliver the services described in the appendices to the Agreement, under the described terms and at the stated prices.
- The Customer must pay a subscription fee excluding VAT as described in the attached offer.
some text- After the first month, the subscription periods will run for 1 month at a time. 30 days before the end of each subscription period, the subscription will automatically renew for a new 1-month period unless the subscription is terminated in accordance with Clause 13.
- After 12 months, the subscription periods will run for 12 months at a time. 30 days before the end of each subscription period, the subscription will automatically renew for a new 12-month period unless the subscription is terminated in accordance with Clause 13.
- As part of the subscription, marketing credits are included. Marketing credits can be used to target communication to users of the Company's platform. Unused marketing credits from the subscription expire each time the subscription is renewed.
- The Customer may also purchase additional monthly marketing credits from the Company.
- The Customer may also purchase consultancy hours from the Company for the development and adjustment of specific tasks that fall outside the Company's normal operations and/or strategy. This is done at an hourly rate of 1250 DKK excluding VAT. Billing for hourly rates is done on an ongoing basis.
- When ordering tasks, the Customer may request an estimate of the number of hours the Company will need for the task, as well as a deadline for completing the task. The Customer must approve the estimate before the Company can begin the task. Hours are billed based on the actual time spent, and the price follows the Company's current hourly rate for the relevant consultants. All billing for hours related to a task is done on an ongoing basis, with a final statement provided upon completion.
- The hourly rate and subscription fee are adjusted annually on January 1 based on a net price index adjustment and market conditions.
- For travel activities related to additional tasks (e.g., train, ferry, flight, hotel, meals), these are reimbursed in accordance with actual costs or the rates set by the Danish State at any given time.
- Invoicing
some text- Payment is made via invoice to the Customer by email or EAN invoicing.
- Ownership
some text- All IPR to the Product and all future modifications thereof belong to the Company.
- Customer Obligations
some text- The Customer commits to providing qualified personnel for ongoing collaboration with the Company regarding the development of the Product and ongoing adjustments.
- The Customer commits to participating in agreed meetings.
- The Customer commits to assisting with testing and approving the Product in an efficient manner.
- Access to Information
some text- The Customer commits to providing access to available product information, necessary systems, user information, and any existing strategic documentation that is relevant and necessary for the delivery.
- Force majeure
- A Party is not liable for damages, defects, or delays in the performance of the Agreement if the Party is prevented from fulfilling its obligations due to circumstances beyond its control, which could not reasonably have been foreseen at the time of the Agreement, and whose consequences the Party could not reasonably have avoided or overcome (force majeure).
- Force majeure can only be invoked if the affected Party has given written notice to the other Party within 3 working days after the force majeure situation has occurred.
- Confidentiality
some text- The Parties commit not to disclose information received from each other under the Agreement to third parties unless the information is publicly available or can naturally be shared with third parties or a Party's professional advisor, provided they are subject to similar confidentiality obligations. The confidentiality obligation also applies to the respective Party's employees and others involved in the execution of the Agreement, both during and after the delivery.
- Notwithstanding the above, the Parties have the right to disclose the collaboration for marketing purposes and in connection with competitions, presentations, lectures, and award ceremonies.
- Termination
some text- The subscription can be terminated at any time by the Customer.
some text- If the subscription period runs for 1 month at a time, which is automatically renewed 30 days before the end of each 1-month period, termination must be received by the Company no later than 30 days before the end of a 1-month subscription period to be valid.
- If the subscription period runs for 12 months at a time, which is automatically renewed 30 days before the end of each 12-month period, termination must be received by the Company no later than 30 days before the end of a 12-month subscription period to be valid.
Example: If the subscription starts on July 1, 2022, it runs until June 30, 2023. To avoid renewal from July 1, 2023, to June 30, 2024, the Customer must terminate no later than May 30, 2023.
- Any prepaid subscription fees are non-refundable. If termination is not made in time, the Customer is obligated to pay the subscription fee for the following 1- or 12-month period. Termination of a subscription must be made in writing to the Company.
- Any prepaid marketing credits expire upon termination of the subscription and are non-refundable.
- Upon termination of the Agreement, each Party must, upon written request from the other Party, either (i) return or destroy materials and documents belonging to the other Party, or (ii) ensure that delivered materials that a Party is required to retain by law or that are necessary to document the Party's fulfillment of the Agreement are preserved.
- Legal Matters
some text- The legal relationship under this Agreement and its interpretation is governed by Danish law. All disputes – including any questions regarding the understanding and interpretation of the Agreement, its content, scope, termination, or fulfillment – must, as far as possible, be resolved amicably between the Parties. If the Parties agree, an impartial mediator may be involved to resolve the dispute. If the dispute cannot be resolved through negotiations or mediation, either Party may bring the dispute before the courts.
- Miscellaneous
some text- The Agreement can only be amended in writing.
- Effective Date
some text- The Agreement comes into effect upon approval of the offer.
