Terms

Consulting Terms

Effective: January 31, 2020

This Agreement governs Your purchase and use of Our Consulting Services.

By accepting this Agreement by executing an Order Form that references these Terms, You agree to the Terms of this Agreement. If You are entering into this Agreement on behalf of a company or other legal entity, You represent that You have the authority to bind such entity and its Affiliates to these Terms and Conditions, in which case the terms You or Your shall refer to such entity and its Affiliates. If You do not have such authority, or if You do not agree with these Terms and Conditions, You must not accept this Agreement and may not receive the Consulting Services.

This Agreement was last updated on 31 August 2020. It is effective between You and Us as of the date of You accepting this Agreement.

Langstack Consulting Agreement

  1. SCOPE OF SERVICES AND DELIVERABLE
  2. RESPONSIBILITIES AND RISKS
  3. ACCEPTANCE AND REJECTION OF DELIVERABLES
  4. PASSING OF RISK
  5. THIRD PARTY SUPPLIERS
  6. OUR PERSONNEL
  7. PARTICIPATION AND RESPONSIBILITIES
  8. NO SOLICITATION OF PERSONNEL
  9. FEES AND PAYMENT TERMS, REIMBURSEMENT OF COSTS
  10. TITLE AND PROPRIETARY INFORMATION
  11. CONFIDENTIALITY
  12. INDEPENDENT CONTRACTOR RELATIONSHIP
  13. WARRANTY
  14. GENERAL INDEMNITY
  15. INTELLECTUAL PROPERTY INDEMNITY
  16. LIMITATION IN LIABILITY
  17. TERM AND TERMINATION
  18. FORCE MAJEURE
  19. NOTICES, GOVERNING LAW AND JURISDICTION
  20. GENERAL PROVISIONS

DEFINITIONS

In these general terms and conditions, defined terms and expressions with capital letters shall have the meaning set out below:

Affiliate means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with the You or Us.

Agreement means this Langstack Consulting Agreement including associated Order Forms and Requirement Specifications.

Business Days means Monday through Friday save for public and bank holidays in Denmark.

Confidential Information means all information disclosed by a Disclosing Party to a Receiving Party, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Control, Controls and Controlled for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of You or Us.

Deliverables means any and all work products and deliverables developed in the course of performing the Consulting Services, whether individually by Us or jointly with You.

Disclosing Party means a Party that discloses Confidential Information under this Agreement.

Documentation means the agreed to documentation as per specification in the Order Form or in the Requirement Specification.

Langstack means the legal entity Langstack ApS, company registration number 36044950, with its office in Copenhagen on Forbindelsesvej 4, 1, 2100 København Ø, Denmark including any entity that directly or indirectly controls, is controlled by, or is under common control with the Langstack ApS.

Legal Notices means notices of termination or an indemnifiable claim.

Order Form means a document specifying the Deliverables hereunder that is entered into between You and Us or any of Our Affiliates, including any addenda and supplements thereto, including Requirement Specifications and Statements Of Work. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original Party hereto.

Parties means You and Us in combination.

Party means either You or Us as relevant in the context.

Receiving Party means a Party that receives Confidential Information under this Agreement.

Requirement Specification means documents describing the agreed Deliverables to be produced under the Agreement including modifications as agreed to by the Parties from time to time

Consulting Services means advisory, design, technical and any other services supplied by Us to You in accordance with the Agreement.

Statement Of Work means written descriptions of tasks to be performed and deliverables and requirements to be delivered.

Taxes means any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever.

Terms means the terms and conditions of this Agreement and associated Order Forms in combination.

Third Party means a person or legal entity not being You or Us.

We, Us or Our means Langstack.

You or Your means the company, person or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity which have signed Order Forms.

1. SCOPE OF SERVICES AND DELIVERABLES

  • We shall deliver the Consulting Services to You, which are - or from time to time shall be - specified and detailed in Order Forms and Requirement Specifications, including in written Statements Of Work.
  • Changes to the scope of Consulting Services shall be made in writing and shall be duly executed by authorized representatives of both Parties. The foregoing notwithstanding, if We at the request of You perform work that is not covered by a duly executed written statement of work or that exceeds the agreed scope of Consulting Services, such work shall be deemed Consulting Services provided pursuant to this Agreement, for which You shall compensate Us.
  • We shall render the Consulting Services conscientiously and in an expeditious and economical manner consistent with sound professional practices and shall devote our best efforts and abilities thereto at such times and in such manners, as the Parties shall mutually agree. Our Consulting Services shall be nonexclusive and shall be performed at such places and at such times as are required by You and reasonably convenient to Us.

2. RESPONSIBILITIES AND RISKS

  • You assume full responsibility and carry the entire risk that all relevant legislation, authorizations, permits, demands, needs and desires in respect of content, functionality, performance capacity, design and other features of the Consulting Services and Deliverables have been clearly and unambiguously addressed, described and specified in the Order Form.
  • You cannot rightfully claim, and We are not obliged to deliver, any other content, functionality, performance capacity, design or features than what clearly, unambiguously and without reservations have been agreed, described and specified in the Order Form

3. ACCEPTANCE AND REJECTION OF DELIVERABLES

  • All Deliverables delivered to You for approval shall be deemed accepted if, within thirty (30) days after delivery, You have not provided to Us a written notice identifying the specific reasons for rejection of such Deliverables.
  • You may reject Our Deliverables, if they are not in substantial conformance with the agreed specifications. Upon rejection You shall provide Us with a written and fairly detailed statement setting forth the specific reasons for rejection.
  • If You, without the prior written consent of Us, start to use the Deliverables or significant parts thereof in Your ordinary business, then such Deliverables shall be deemed accepted “as is” by You without further responsibility or liability to Us.

4. PASSING OF RISK

  • All risk of accidental damage or destruction of the Deliverables or any parts thereof shall pass from Us to You upon Your acceptance of such Deliverables.

5. THIRD PARTY SUPPLIERS

  • We may not, without Your prior written approval, use subcontractors to perform the Consulting Services other than as stated in the Order Form. Should We retain any such subcontractors, (i) We shall be solely responsible for paying same, (ii) We shall have control over the manner, method and means of performance of any such subcontractor retained, and (iii) We shall remain liable and responsible to You for all of the acts and omissions of any of Our subcontractors.
  • All required software products, necessary hardware and Third Party services, shall be ordered on behalf of and for the account of You and shall be delivered directly to You by the individual supplier. All software licenses and other costs shall be issued to and in Your name and for the account of You.
  • Maintenance and support concerning software and hardware shall be provided only by the suppliers of such software and hardware products in accordance with the maintenance and support policies specifically subscribed to by You and shall be of no concern to Us.
  • You acknowledge and accept that it is the sole responsibility of You to enroll and maintain any enrolment under any maintenance and support policy applicable to any software or hardware products.

6. OUR PERSONNEL

  • We shall make all decisions concerning assignment and allocation of Our personnel resources, including, but not limited to, decisions concerning replacement and relocation of employees.
  • We shall establish and maintain throughout the term of the Agreement the project organization provided for in the Order Form.

7. PARTICIPATION AND RESPONSIBILITIES

  • You undertake with Us that You shall actively and in good faith participate in the performance of this Agreement and shall promptly allocate the resources and perform the tasks and assume the responsibilities, which are outlined and detailed in the Agreement, or which on basis of the nature of the case are necessary for successful delivery of the Consulting Services and Deliverables and is deemed the responsibility of You.
  • You shall in good faith disclose to Us the accurate, necessary and complete information and documentation, which We shall need or may request in order to provide the Consulting Services and Deliverables in due time and in the agreed quality; such information to include, but not be limited to: information about relevant legislative requirements, including mandatory regulations, industry specific issues and the expected future use of the contemplated Consulting Services and Deliverables.
  • You shall be responsible for protecting Your data and systems and shall backup data and systems and take all other relevant security measures consistent with sound professional practices.
  • You acknowledge and understand that time is of the essence and that timely fulfilment by Us of Our obligations pursuant to this Agreement depends on the equally timely attention, commitment and errorfree performance and fulfilment by You of Your tasks and responsibilities.
  • You shall establish and maintain throughout the term of the Agreement the project organization provided for in the Order Form.

8. NO SOLICITATION OF PERSONNEL

  • During the term of the Agreement and for a period of one (1) year thereafter the Parties are obliged to abstain from hiring any employee of the other part or subcontractor, who has performed services to You pursuant to the Agreement.

9. FEES AND PAYMENT TERMS, REIMBURSEMENT OF COSTS

  • Invoices are due and payable within twenty (14) days from the date of the invoice.
  • Invoices, which are not settled in due time, shall attract penalty interest at a rate of two (2) percent for each month that has commenced. In the event that an invoice is partly disputed by You the nondisputed part of the invoice must be settled in due time. The disputed part of the invoice shall attract interest in accordance with this Section 9 second bullet.
  • If You fail to settle an invoice in due time We shall give written notice to You. If You fail to remedy the delay in payment within three (3) working days We shall have the right to immediately suspend further work and deliveries, until payment has been made in full.
  • You shall reimburse Us for all reasonable expenses, which We have incurred in connection with provision of Consulting Services or delivery of the Deliverables at locations outside Our ordinary place of business, including, but not limited to, costs of travel, meals and accommodation, costs of communication and the like.
  • You shall compensate Us for any additional or increased costs incurred by Us as a result of an introduction of any new law or regulation, any change to or in the interpretation or application of any law or regulation concerning or relating to the provision of the Consulting Services and/or delivery of the Deliverables pursuant to this Agreement.
  • As an addition to all amounts payable by You according to the Agreement You shall pay all taxes and duties, which are levied and payable as a result of or otherwise related to this Agreement and/or the delivery of the Consulting Services and Deliverables, inclusive, but not limited to, state and local customs duties, sales taxes, value added taxes, license taxes and taxes levied on consumption and any substitutes for such taxes and duties, and which rightfully have been paid by or are or will become payable by Us, but exclusive of income taxes levied on Our taxable income.

10. TITLE AND PROPRIETARY INFORMATION

  • We grant to You an irrevocable, nonexclusive, nontransferable, perpetual license to use, copy, modify and prepare derivative works of the Deliverables for Your own internal business purposes, including those parts of the Deliverables, which specifically have been designed and developed by Us, subject to the condition, however, that You shall first have paid all fees due to Us from making and supplying such Deliverables.
  • To the extent We have incorporated any of Our ideas, knowhow, approaches, methodologies, concepts, skills, tools, techniques, processes or other preexisting works or intellectual property of Ours into the Deliverables, then We grant to You an irrevocable, nonexclusive, perpetual license to use, copy, modify and prepare derivative works of such preexisting works and intellectual property of Us for Your internal business purposes only.
  • Your right to use any of Our or Third Party standard software products shall be determined solely by the applicable software license agreements.
  • All legal and beneficial right and title in and to all Deliverables of Ours shall remain solely with Us and/or Our suppliers as the case may be. All intellectual property rights, including all copy rights, designs, patents, trademark rights and any other proprietary rights, including knowhow and documentation such as instruction books, training materials and diagrams, shall remain the property of Us and nothing in this Agreement shall operate to deprive Us of any of Our rights.
  • We shall have the right to use and to utilize in Our sole discretion the general knowledge and knowhow, which We have obtained or acquired from the performance of this Agreement. We shall have the right to use at Our sole discretion all such knowledge and knowhow to improve and to develop new or similar solutions, systems and the like to the benefit of other customers.

11. CONFIDENTIALITY

  • Confidential Information includes, but is not limited to, inter alia, any intellectual property held by the Party, including any design, pattern, drawing, plan, technology, technical specification, configuration, code, model, product, program, project, plan, marketing or customer data, business plans and processes, correspondence, accounting records, memos, minutes, contracts, lists, prints, information concerning security measures, the Terms of this Agreement and all Order Forms (including pricing), irrespective of whether or not such material is found on paper, tapes, disks or any other electronic medium,
  • Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a Third Party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
  • The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither Party will disclose the terms of this Agreement or any Order Form to any Third Party other than its Affiliates, legal counsel and accountants without the other Party’s prior written consent, provided that a Party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this this Section 11. Notwithstanding the foregoing, We may disclose the terms of this Agreement and any applicable Order Form to a subcontractor or Non-JXP Application provider to the extent necessary to perform Our obligations to You under this Agreement, under terms of confidentiality materially as protective as set forth herein.
  • The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a Party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

12. INDEPENDENT CONTRACTOR RELATIONSHIP

  • None of a Party’s employees, subcontractors, or agents shall be, or shall be deemed to be, the employee, subcontractor, or agent of the other Party for any purpose whatsoever. Nothing in the Agreement is intended to place the Parties in the relationship of employer-employee, partners, joint venturers, or in anything other than a consultant relationship.
  • We shall be a consultant and not Your employee, and in conformity therewith, We shall retain sole and absolute discretion and judgment in the manner and means of carrying out Our Consulting Services hereunder, including supplying all tools and materials required to perform the Consulting Services. We are under the control of You as to the results of Our Consulting Services and Deliverables only, and not as to the means by which such results are accomplished.
  • We are not granted any right or authority to assume or create any obligation or responsibility, or to make any promise or commitment regarding any work, on behalf of or in the name of You, except as otherwise provided for in the Agreement.

13. WARRANTY

  • We warrant to You that the Consulting Services and Deliverables shall substantially conform to the specifications and objectives set forth in the Order Form. We further agree to reperform all Consulting Services and redeliver all Deliverables in breach of this warranty, where such breach is brought to Our attention within thirty (30) days after the acceptance of such Consulting Services and Deliveries cf. Section 3 hereof.
  • For any breach of this warranty, We, upon receipt of written notice, shall use Our best efforts to cure the breach at Our own expense, and failing that, to return to You any fees paid to us for the services and deliverables related to such breach. This warranty is in lieu of all other warranties. There are no other express or implied warranties, including those of merchantability or fitness for a particular purpose.

14. GENERAL INDEMNITY

  • We shall indemnify, defend and hold You harmless from and against any claim, allegation, demand, loss, damage or expense relating to the bodily injury or death of any person or damage to real or tangible personal property, which is (i) directly or indirectly caused by the gross negligence or willful misconduct of Us or Our personnel or agents in connection with the performance of the Consulting Services hereunder; and/or (ii) resulting from a breach of any warranty, representation or covenant of Ours hereunder.
  • You shall defend, indemnify and hold Us harmless from and against any claims, allegations, demands, loss, damage or expense relating to or resulting from: (i) bodily injury or death of any person or damage to real or tangible personal property directly caused by the gross negligence or willful misconduct of You, Your personnel or agents; and/or (ii) a material breach of any warranty, representation or covenant of You hereunder.

15. INTELLECTUAL PROPERTY INDEMNITY

  • We shall indemnify, defend and hold harmless You from and against any claims, allegations, demands, loss, damage or expense arising from or relating to a claim or allegation against You that a Deliverable infringes the registered copyright, trademark, patent or other intellectual property right of any Third Party, provided (a) You are and have continuously used the Deliverables strictly in accordance with the terms of this Agreement, (b) You have promptly notified Us in writing after receiving notice of any such claim of infringement, (c) We shall have sole control of the defense, of any action and all negotiations for Our settlement, (d) You have made no admission as to liability, and (e) You provide reasonable assistance to Us in the settlement of any such claim.
  • We shall not be liable for any costs or expenditures incurred by You without Our prior written consent.
  • If an injunction or order is obtained against Your use of the Deliverables by reason of the allegations of infringement, We shall provide at Our own expense one of the following remedies; either (a) procure for You the right to continue using the Deliverables; or (b) modify or replace the Deliverables with compatible and functionally equivalent, non-infringing Deliverables; or (c) remove the Deliverables and return to You all fees paid to Us for the infringing Deliverables.

16. LIMITATION IN LIABILITY

  • We shall not be liable for any damages or infringements caused by services or deliveries of any Third Party supplier, even if such Third Party services or deliveries have been incorporated into the Deliverables by Us, except as otherwise provided for herein or agreed to between the Parties in writing in the Order Form.
  • We shall not be liable for any indirect, consequential or incidental damages (including damage for the loss of business, business interruption, loss of business information, loss of data, loss of profit or the like) arising out of the use of or the inability to use the Consulting Services or Deliverables provided by Us, even if We have been advised of the possibility of such damages.
  • In no event shall the aggregate liability Us together with all of Our Affiliates arising out of or related to this Agreement exceed the total amount paid by You and Your Affiliates hereunder for the Consulting Services giving rise to the liability in the six (6) months preceding the first incident out of which the liability arose. The foregoing limitation will apply whether an action is in contract or tort and regardless of the theory of liability, but will not limit Your and Your Affiliates’ payment obligations under Section 9.

17. TERM AND TERMINATION

  • Either Party may terminate the Agreement (a) without cause by giving the other Party thirty (30) days' written notice of termination, (b) immediately in the event the other Party breaches a material representation, obligation, or warranty under the Agreement and such breach remains uncured for thirty (30) days after the breaching Party’s receipt of written notice of the breach, or (c) immediately in the event the other Party materially breaches any obligation of confidentiality or proprietary rights hereunder which breach goes uncured for seventy-two (72) hours after notice thereof.
  • We may also terminate the Agreement immediately, if You fail to pay any amounts due hereunder within thirty (30) days of the due date.
  • Upon termination of the Agreement You shall pay Us for all Consulting Services rendered and expenses incurred by Us prior to the date of termination.
  • If We terminate the Agreement for cause, all Deliverables, which have been provided to You for approval, shall be deemed accepted “as is” without any further responsibility or liability of Us.
  • Termination of the Agreement shall not affect the survival of any representations, warranties and covenants contained herein, nor shall it affect any other provisions, which have been construed to survive the termination, such as, but not limited to, Section 10 and Section 11 of the General Terms.

18. FORCE MAJEURE

  • Neither Party shall be liable for failure or delay in performance of its responsibilities hereunder when such failure or delay is caused by wars, riots, uprisings, general strikes or labor disturbances, fire, flooding, natural disasters, monetary restrictions, trade embargoes, transportation delays, interruption or breakdown in energy supplies, compliance with the laws, acts, orders, rules, or regulations of any government body, or any other cause whether or not similar to those specified herein, beyond the reasonable control of the said Party.

19. NOTICES, GOVERNING LAW AND JURISDICTION

  • Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) personal delivery, (b) the fourth business day after mailing with registered express mail, or (c), except for Legal Notices, which shall clearly be identifiable as Legal Notices, the day of sending by email. Notices to Langstack shall be addressed to:


    • Langstack ApS
    Forbindelsesvej 4, 1
    2100 København Ø
    Denmark
    Attn: Johan Koefoed Johnsen
    Email: jj@langstack.com

  • Billing related notices to You for Order Forms will be delivered via the invoicing channel designated by You on the Order Form (or updated in accordance with this Section 19 first bullet). All other notices to You will be addressed to the contact person specified on the Order Form (or updated in accordance with this Section 19 first bullet).
  • This Agreement shall be governed and construed in accordance with the laws of Denmark applied without giving effect to the UN Convention on Contracts for the International Sale of Goods and any conflict of law principles.
  • If the Parties do not succeed in solving a dispute amicably, the dispute shall be settled by a Danish court of law. The Court of Copenhagen shall be the court of first instance unless the provisions of the Danish Administration of Justice Act (in Danish “Retsplejeloven”) regarding competency allow the dispute to be settled by the Copenhagen Maritime and Commercial Court as the court of first instance.
  • For the avoidance of doubt, We are entering into this Agreement as principal and not as agent for any other Langstack company. Subject to any permitted Assignment under Section 20 second bullet, the obligations owed by Us under this Agreement shall be owed to You solely by Us and the obligations owed by You under this Agreement shall be owed solely to Us.

20. GENERAL PROVISIONS

  • This Agreement is the entire agreement between You and Us regarding Your purchase of Consulting Services and supersedes all prior and contemporaneous agreements, proposals or representations, written, oral, or online, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the Party against whom the modification, amendment or waiver is to be asserted. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Forms in reverse chronological order, and (2) this Agreement.
  • Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other Party’s prior written consent (not to be unreasonably withheld); provided, however, either Party may assign this Agreement in its entirety (together with all Order Forms), without the other Party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a Party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other Party, then such other Party may terminate this Agreement upon written notice. Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties, their respective successors and permitted assigns.
  • There are no Third Party beneficiaries under this Agreement.
  • No failure or delay by either Party in exercising any right under this Agreement will constitute a waiver of that right.
  • If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.