Interim Service Terms
These Interim Service Terms form a binding agreement between Northbased ApS and you as the Client upon acceptance of any estimate, proposal, or offer. They allow Services to begin promptly and remain effective until superseded by a Comprehensive Service Contract or until expiry under clause 10.
01Purpose and Scope
These Interim Service Terms constitute a binding agreement between Northbased ApS and you as the Client from the moment you accept an estimate, proposal, or offer.
They enable the immediate commencement of Services and remain in full force until replaced by a Comprehensive Service Contract or until automatic expiry pursuant to clause 10.
02Definitions
- Services
- All professional services provided by Northbased ApS as described in the accepted offer and documented in the Portal Account.
- Portal Account
- Your secure online dashboard hosted at northbased.net.
- Production / Live Environment
- Your publicly accessible website, application, or system.
- Non-Production Environment
- Staging servers, test environments, feature branches, prototypes, or mockups.
- Deliverables
- All code, designs, documentation, configurations, or other materials created, modified, or deployed by Northbased ApS for you.
03Scope of Services
Northbased ApS is authorised to commence and perform all Services outlined in the accepted offer.
A dedicated Portal Account will be created for you so that you may monitor progress, review time records, invoices, and related communications.
04Payment Terms
4.1 Billing Structure
Time is tracked and invoiced in the increment specified in the accepted offer, whether on a full-hour or quarter-hour basis.
4.2 Payment Deadlines
- Clients in Scandinavia: 10 calendar days from the invoice date.
- Clients in the EU: 12 calendar days.
- Clients outside the EU: 15 calendar days.
4.3 Late Payment
Overdue invoices accrue default interest at 1.5% per month, compounded monthly, or the maximum rate permitted under Danish law, whichever is higher.
Northbased ApS may suspend all Services immediately and without notice if any invoice remains unpaid for more than 30 days after its due date.
05Intellectual Property and Licence
5.1 Ownership
Northbased ApS retains full ownership of, and all intellectual property rights in, all Deliverables until full payment of all related invoices or the execution of a Comprehensive Service Contract.
5.2 Licence Granted to the Client
Upon delivery or deployment, you are granted a royalty-free, worldwide, non-exclusive, and non-transferable licence to use the Deliverables for their intended purpose.
This licence may be revoked if payment is overdue by more than 30 days and remains unpaid 10 days after written reminder.
Upon full payment or execution of a Comprehensive Service Contract, ownership transfers to you, except for reusable frameworks, libraries, and components owned by Northbased ApS or third parties, which remain subject to their respective licences.
06Delivery and Acceptance
6.1 Production Deliverables
Upon deployment to your Production / Live Environment and notification by Northbased ApS through the Portal Account, email, or a ticket, the Deliverable is deemed finally accepted, fully invoiced, and non-refundable.
No further corrections or revisions will be provided free of charge after such acceptance.
6.2 Non-Production Deliverables
You have 20 calendar days from notification of delivery to report in writing any material defects that prevent the Deliverable from conforming to the agreed specification.
If no such notice is given within that period, the Deliverable is deemed accepted, and any subsequent changes shall be billable.
6.3 Immediate Deployment
If you instruct Northbased ApS in writing to deploy any Non-Production Deliverable to Production, clause 6.1 shall apply immediately.
07Confidentiality and Data Protection
7.1 Confidentiality
Both parties agree to keep strictly confidential all non-public information disclosed by the other party, including source code, business plans, customer data, pricing information, and technical documentation.
Such information may be used solely for purposes directly related to the Services. This confidentiality obligation survives termination of these Interim Service Terms.
7.2 Data Protection
Where Northbased ApS processes personal data on your behalf as a processor, the separate Data Processing Addendum available in the Portal Account and compliant with Article 28 GDPR forms an integral part of these Interim Service Terms.
08Limitation of Liability
- Northbased ApS is liable only for direct losses caused by its proven ordinary negligence.
- Total aggregate liability is limited to the total fees paid by you for the Services giving rise to the claim.
- Northbased ApS shall not be liable for indirect, consequential, special, or punitive damages, including loss of profits, data, business opportunities, or goodwill.
- These limitations do not apply in cases of gross negligence, wilful misconduct, or fraud by Northbased ApS's management.
- Northbased ApS accepts no liability for failures or damage caused by third-party services, dependencies, or materials provided by you.
09Termination
Either party may terminate these Interim Service Terms at any time by written notice to the other party.
- You remain liable for payment of all Services rendered up to the date of termination.
- If Northbased ApS terminates without cause, meaning not due to non-payment or material breach, you receive a perpetual, royalty-free licence to use existing Deliverables. Full ownership transfers only upon full payment of outstanding amounts.
- Non-payment exceeding 30 days past due, or any material breach by you, entitles Northbased ApS to immediate suspension or termination without further notice.
10Duration and Transition
These Interim Service Terms automatically expire six (6) months after your initial acceptance of the offer.
From the seventh month onward, unless a Comprehensive Service Contract has been executed:
- Hourly rates increase by 30%.
- The licence granted under clause 5.2 may be revoked by Northbased ApS on 14 days' written notice.
11Governing Law and Dispute Resolution
These Interim Service Terms are governed exclusively by the laws of Denmark, without regard to conflict of law rules.
Any dispute arising out of or in connection with these Interim Service Terms shall be subject to the exclusive jurisdiction of the courts of Denmark.
Before initiating legal proceedings, both parties agree to attempt good-faith mediation.