Terms and Conditions

SalesStyling ApS

Valid per. May 1, 2021

1. The Agreement and the Parties

1.1 Unless otherwise agreed upon in writing, these stated Terms and Conditions, including any written change hereto, constitutes SalesStyling ApS, Grønsundsvej 248 – 4800 Nykøbing F. CVR no.: 39370034 (hereinafter referred to as the “Seller”) general Terms and Conditions (hereinafter referred to as “Terms and Conditions” or “Conditions”).

1.2 The Terms and Conditions includes the general terms and conditions that applies to SalesStyling ApS Services/deliveries to a customer (hereinafter referred to as the “Buyer”), as well as all cooperation agreements entered by SalesStyling ApS with partners and subcontractors.

1.3 By entering into a customer relationship or a cooperation agreement with the Seller, the Buyer, the business partner, the collaborator or the subcontractor accepts the Seller’s Terms and Conditions in full.

1.4 A separate agreement is entered – hereinafter referred to as the Main Agreement – regarding the Seller’s specific deliveries of Services to a Buyer or the conclusion of a cooperation agreement with a specific party. Buyers, business partners, collaborators and subcontractors must, upon acceptance of the Main Agreement, both comply with and adhere to the Seller’s general Terms and Conditions as well as the Main Agreement.

1.4.1 In the event of non-compliance between the Main Agreement and the Terms and Conditions, the Main Agreement shall take precedence, unless otherwise agreed upon.

1.5 Buyers, business partners, collaborators, or subcontractor’s indication of special terms or conditions in their own Terms and Conditions, is not considered a derogation from the Seller’s Terms and Conditions, unless the Seller has accepted these in writing.

1.6 The Seller draws particular attention to the Buyer’s that these Terms and Conditions contain provisions that deviate from a Buyer’s usual legal position under Danish law, which is why the Buyer is encouraged to thoroughly read these Terms and Conditions before entering into an agreement.

2. Services

2.1 The Seller’s Services and Products are referred to in the Terms and Conditions as the “Service”.

2.2 The Seller’s Service is further defined in the Main Agreement.

3. Acceptance of offers

3.1 Any written offer/letter of agreement from the Seller, which does not specify an acceptance deadline, lapses, if a corresponding acceptance has not reached the Seller within thirty (30) days

from the date of the offer. Acceptance with reservations is not considered acceptance unless the Seller accepts these reservations.

3.2 Verbal offers must be accepted immediately and require written confirmation afterwards to be valid.

4. Prices

4.1 All prices are in Danish krone (DDK), excl. VAT, freight, customs, taxes and other charges.

4.1.1 In certain cases, the amount shown will be incl. VAT, if directly stated in the offer.

4.2 If the Buyer wishes to purchase additional Services than may have been agreed in the Main Agreement, the Seller may make her labor available to the Buyer on an hourly basis, for an hourly price agreed between the Parties.

4.3 The Seller’s indication of a price at the conclusion of the agreement is based solely on the assumptions specified by the Buyer.

4.3.1 The Seller will be entitled to make additional charges if the stated assumptions on which the price is calculated change or turn out to be incorrect or misleading.

5. Payment

5.1 Unless otherwise agreed, the due date for payment of an invoice is no later than eight (8) working days after the Buyer receives the invoice.

5.2 The Seller may require prepayment for her Services. The Buyer has no right to object to this.

5.2.1 Unless otherwise agreed, a prepayment must be paid no later than five (5) working days after the Buyer’s receives an invoice. The Seller is not obligated to commence or initiate her Service before the prepayment has been paid.

5.2.2 The Seller is entitled to invoice and/or demand advance payment at any time, including before the work is performed, to the Buyer.

5.3 If an invoice has not been paid before the Seller’s final delivery of the service, the Seller is entitled to withhold the delivery of her Service until proper payment has taken place.

5.4 The Seller can send an invoice via e-mail.

5.4.1 The Buyer is obliged to keep the Seller updated with the Buyers current postal and e-mail addresses, so that invoices and other information reach the right person in time.

5.5 If the Buyer does not pay the due amount on the Seller’s invoices within the agreed timeframe, including on-account invoicing and/or advance payments, the Seller will be entitled to stop the work until the time when the Seller receives the payment in question.

5.6 In the event of late payment, default interest is calculated at 2.5% per. commenced month from the due date to count.

5.6.1 The Seller is also entitled to charge a compensation fee in accordance with the relevant provisions of the Danish Interest Act.

5.7 For each reminder sent out, a reminder fee of DKK 100 is charged in accordance with the relevant provisions of the Danish Interest Act.

5.8 Payment by set-off cannot take place when the counterclaim has been disputed by the Seller.

5.9 Failure to comply with the Seller’s payment terms for a period of more than ten (10) days is considered a significant violation of the Main Agreement and the Terms and Conditions that entitles the Seller to stop further deliveries, exercise the right of retention in any material which the Seller may be in possession of, terminate the Agreement, pick up all furniture, as well as demand any receivable, due or undue, paid immediately.

6. Seller’s Services and Rights

6.1 The Seller’s Services mainly consist of sales optimization of homes, optimization of interior design, rental and sale of furniture, styling, photo styling and counseling in connection with a possible sale of housing and furnishing of homes / premises.

6.2 The Seller’s obligations are based on the Seller being available to the Buyer for the purposes of the above Services in the form of counseling, rental, assistance etc.

6.3 The Seller’s Services are not an obligation of result.

6.4 The Seller has ownership of any intellectual property rights, products, services, systems and solutions that arise as part of the creation and delivery of the Service.

6.5 All and any material, including drawings, specifications, mood boards, offers, proposals or similar material, prepared by the Seller, provided and displayed to the Buyer before, during or after the possible conclusion of the agreement, remains The Seller’s property and may not be passed on without the Seller’s written consent.

6.6 The Seller has the right to change the Terms and Conditions with one (1) month notice.

7. Obligations of Buyer, Partner or Supplier

7.1 The Buyer, the business partner, collaborator or subcontractor obliges to keep the Seller informed of any material matters concerning the agreement entered by the Parties, including by making all necessary material available to the Seller and providing the Seller with all necessary information in connection with the agreement between the Parties.

8. Delivery

8.1 The Seller’s Services will be provided in accordance with a schedule agreed with The Buyer. If there is no agreed written schedule with the Buyer, the Seller’s Services will fall due as deemed needed.

9. Defects and complaints

9.1 The Buyer must, within seven (7) days after delivery, make an examination of the delivered products, as proper business practice prescribes. If the Buyer wishes to invoke a defect in the Service, the Buyer must immediately after any defect is or should have been discovered, notify the Seller thereof with an indication of what the defect/defects consist of.

9.1.1 If the Buyer has or should have discovered the defect, and the Buyer has not complained about this after the agreed seven (7) day period, the Buyer cannot make any later claim regarding the defect/defects.

9.2 The Seller is entitled to remedy any defects before the Buyer can assert a default authority. Remediation is free of cost to the Buyer, unless the defect in question is due to the Buyers operating error, handling error, modifications or mistreatment.

10. Confidentiality

10.1 The parties are both responsible for processing all material and all information resulting from (1) the Main Agreement, (2) the applicable annexes and (3) any correspondence between the Seller and the Buyer, business partner, collaborator or subcontractor – including information received from the other Party in connection with the performance of the Service – as confidential information, except for information:

10.1.1 which the Parties agree to remain non-confidential;

10.1.2 at the time of the conclusion of the agreement was publicly known;

10.1.3 which the recipient was already aware of at the time of entering into the agreement;

10.1.4 which has been passed on from third parties without restriction;

10.1.5 which is disclosed pursuant to a statutory requirement or order;

10.1.6 which the Seller wishes to use in relation to marketing.

10.2 Confidentiality does not cease upon termination of the Main Agreement.

11. Personal data

11.1 The parties must comply with all their respective obligations under applicable data protection laws, as amended from time to time.

12. Breach

12.1 If one of the Parties actions or lack thereof causes one or more significant violations or breaches of its obligations under the Main Agreement and / or these Terms and Conditions, the other Party is entitled to terminate the cooperation, provided that this has had a material effect on the non-breaching Party.

13. Limitation of liability

13.1 Where nothing else is agreed, the rules on liability are determined in accordance with the general rules of compensation under Danish law.

13.2 The Seller is not liable for indirect losses or consequential damages, including loss of goodwill, image, earnings, profits or loss of data arising as part of the Seller’s Services.

13.3 The Seller cannot be held liable for claims that arise due to false, misleading or incomplete information, data or documentation provided by The Buyer or third parties, including Seller’s own business partners, collaborators or subcontractors.

13.4 The Seller may not be held liable for losses etc. that have arisen as a result of technical interruptions, technical disruptions, technical problems, disruptions on the Seller’s/third party servers and/or services, including if the problem arises at one of the Sellers collaborators.

13.5 The Seller cannot be held responsible for business partners, collaborators or subcontractor’s failure or inadequate delivery of services.

13.6 The above limitations of liability apply whether the damage is due to simple or gross negligence.

14. Choice of law and venue

14.1 Any disagreement or dispute between the Parties shall be resolved through conflict mediation. If mediation does not lead to a usable result within a reasonable period, the case is decided in accordance with Danish law before the Danish Courts.