1. Order, offer and terms of agreement

1.1. These terms of business for Formula X Agency ApS (“Terms of Business”) and any order forms and/or offers (collectively “Order”) incorporated herein set out the terms for Formula X Agency (“Formula X”) delivery of services to the customer (“ The customer"). Formula X and the Customer are individually referred to as a ("Party") and collectively ("the Parties"). 

1.2. When entering into any agreement on Formula X's provision of consulting services, an Order is drawn up, which in combination with these Terms and Conditions constitutes the Parties' overall basis for agreement ("Agreement"). For the sake of clarity, the Customer's own trading conditions do not apply between the Parties.

1.3. Unless otherwise stated in an Order, Formula X's offer is valid for 14 days after dating, after which it automatically expires unless it is accepted in time. 

2. Delivery of services and the Customer's obligations

2.1. Formula X offers and delivers, among other things, consulting services, projects and other deliveries within marketing and related fields on the terms stated in an Order.

2.2. Formula X offers advice/sparring/consulting hours as well as other services in the following areas:

– Marketing strategy

– Customer journeys

– Marketing automation

– Website conversion optimization

– Paid advertising on social media

– Paid advertising on search engines

- E-mail marketing

– SEO

2.3. The specific services that Formula X must deliver to the Customer appear in the Order(s) entered into between the Parties (the "Services"). 

2.4. Formula X may require access to the Customer's website and other relevant material in order to deliver the Services. It is assumed that the Customer contributes to this and that the Customer otherwise contributes the information and material that Formula X requests.

2.5. When the Services have been delivered and/or when the agreement ends, the Customer is entitled to terminate Formula X's access to the Customer's website and other material to which Formula X may have had access.

2.6. The services are delivered in accordance with the terms of the Order entered into between the Parties.

2.7. Formula X makes and implements continuous updates and orientations to the Customer orally via telephone or online meetings. The customer is aware that a price appearing in an Order does not imply written reports.

2.8. Unless otherwise stated in writing, the Customer himself is responsible for providing image and video material for advertising. The customer is also responsible for the legality of the delivered image and video material, consent to the processing of personal data on data subjects and ensuring that the material is free of infringement of third-party rights. 

3. Subscription and termination 

3.1. An Order's effective date appears from the Order given and/or the Offer given. 

3.2. Orders may be subject to a binding period, which appears from the given Order and/or the given Offer. An Order and/or the Offer is irrevocable during the binding period. 

3.3. Either Party may terminate this Agreement at any time when no Order is in effect by giving the other Party 30 days written notice. However, either party may terminate this Agreement or any Order if the other party: (a) fails to cure a material breach of this Agreement within 30 days of written notice of such breach; (b) ceases to operate; or (c) files for bankruptcy and/or becomes insolvent or goes under reorganization. 

3.4. If a subscription agreement has been entered into in an Order between the Parties, a subscription period is automatically continued/renewed with a new corresponding subscription period on the same terms after the end of the first subscription period, unless the Customer terminates the agreement beforehand. Formula X is entitled to adjust the price from the previous period by up to 7%. 

3.5. Formula X is entitled to adjust the price from the previous period by up to 7%. If the Customer wishes to terminate the subscription agreement, termination must be notified in writing to Formula X no later than 14 days before a possible end of subscription period. Formula X is entitled to adjust the price from the previous period by up to 7%. 

3.6. During a possible termination period, Formula X is obliged to return the Customer's material, including access to which Formula X may have gained access.

4. Prices and payment

4.1. Unless otherwise agreed in writing, applicable prices are the prices and payment terms stated in an Order. Unless otherwise stated, all prices are stated excluding VAT and other costs.

4.2. Formula X has the right to regulate its prices with 14 days' notice with effect for subsequent subscription periods.

4.3. Unless otherwise stated in an Order, Formula X settles monthly in advance one month at a time, so that before the end of a month the Customer receives an invoice covering the next month's fee.

4.4. If the Customer requests work/consulting services from Formula X, which are not covered by an Order and/or the subscription agreement, this will be settled separately with DKK 1,200 ex VAT per hour. 

4.5.Formula X's payment terms are 14 days from the invoice date.

4.6. In the event of late payment, late payment interest of 2% per month started.

4.7. In the event of delayed/non-payment, Formula X is entitled to stop the work and/or withhold agreed consulting services until the Customer has paid.

4.8. Failure to pay after the set due date could also result in the matter being transferred to debt collection without further notice.

5. Default and complaint

5.1. It is considered a breach by the Customer if the Customer does not contribute material or information as described, or if the Customer does not give Formula X access to the website or other systems/platforms.

5.2. It is considered a breach if the Customer fails to make its payments, which in any case entitles Formula X to stop the work and/or withhold agreed consultancy services until the Customer has paid, alternatively Formula X is entitled to cancel the agreement and claim payment for the remaining part of the subscription period.

5.3. In case of suspicion or detection of defects/non-contractual conditions, the Customer is obliged to report in writing immediately and without undue delay. The customer loses the right to advertise if the advertisement is made later than 14 days after the suspicion/deficiency/relation has arisen. Formula X has the right and obligation to remedy.

6. Limitations of liability

6.1. Formula X does not provide a performance guarantee and therefore cannot be held responsible for missing or failing results/performance in relation to e.g. SEO placements, Google Ads, Facebook, LinkedIn, lead quality, automation system or website. When entering into an agreement on SEO, Formula X will work to improve the Customer's position/rating on Google, but Formula X cannot guarantee certain positions/results, just as Formula X does not make any other guarantees under the Agreement.

6.2. Formula X is not responsible for any loss – either direct or indirect – consequential damages, operating loss, loss of data and costs for their restoration and loss of profit, regardless of whether this is due to simple or gross negligence – that the Customer may suffer due to any delay , missing or defective performance.

6.3. Formula X is not responsible for any delay or shortcoming due to conditions, errors or omissions of third parties, such as hosting companies or other suppliers. 

6.4. Formula X cannot demand a total compensation and/or refusal that exceeds the total value of the Customer's payments to Formula X within the last twelve (12) months from the claim arising.

6.5. To the extent that Formula X may be held liable to third parties as a result of any matter attributable to the Customer, including acts and/or omissions, the Customer is obliged to indemnify Formula X to that extent. 

6.6. The following circumstances entail freedom from liability when they occur after the conclusion of the Agreement and prevent its fulfillment: Labor disputes, strikes, lockouts and any other circumstance beyond the control of the Parties, such as fire, war, unforeseen military calls-up of a similar scale, acts of sabotage, seizure, currency restrictions, riots and disturbances, lack of means of transport, general scarcity of goods, restrictions on means of motive power, epidemics and shortages in deliveries from sub-suppliers, or delay in such deliveries due to any of the circumstances mentioned in this clause.

6.7. The Party that wishes to invoke any of the circumstances mentioned must, without undue delay, notify the other Party in writing of the occurrence and termination of the event.

6.8. Both Parties are entitled, by written notice to the other, to terminate the agreement when its fulfillment within a reasonable time becomes impossible due to some of the circumstances mentioned in this point.

7. Personal data

7.1. The Customer confirms that the Customer has ensured that Formula X can collect personal data from the Customer, including names, addresses, CVR numbers, telephone numbers, e-mail addresses and passwords, etc. in connection with the execution of the work.

7.2. The information is used exclusively for the implementation of the agreement and with a view to being able to deliver consulting services of the highest possible quality. The information is stored while the agreement is in force and possibly for a suitable period after the end of the agreement, but is then deleted.

7.3. As a registered customer, you have the right to gain insight, object to processing, correct and delete the data that is stored and have the data delivered in digital form.

7.4. It is the Customer's responsibility to ensure that the Customer's website, profiles on social media, etc. meets the requirements of data protection legislation, and Formula X assumes no responsibility for this.

8. Choice of law and venue

8.1. Any disputes and discrepancies between Formula X and the Customer must be settled in Danish and can be brought before the ordinary Danish courts at Formula X's home court.