1. Agreement Framework

1.3. The Conditions constitute the entire agreement (the “Agreement Framework”). In the event of any conflict between the Agreement Framework and a written Statement of Work/order (“SOW”), the SOW shall take precedence for the specific delivery.

1.4. Amendments and additions to the Agreement Framework are only valid if agreed in writing by the Parties.

1.5. KKB’s Conditions take precedence in the event of a conflict (battle of forms) with the Customer’s terms and any executed contract. References to the Customer’s standard terms in purchase orders, PO systems or e-mails do not constitute KKB’s acceptance thereof. Any deviation from this requires KKB’s explicit written acceptance.

1.6. KKB may update the Conditions with written notice by e-mail. Changes have only prospective effect and do not affect already accepted fixed-price projects. E-mail is a sufficient means of notice.

2. KKB’s Services, Delivery and Termination

2.1. KKB provides ongoing consultancy assistance on a time-spent basis. The service is agreed specifically between the parties. The services may include, among other things:

2.2. TaaS/Retainer may be terminated by either Party with current month plus 30 days’ notice. One-off Agreements cannot be terminated after commencement.

2.3. No general SLAs on outcome are provided. Estimates and delivery weeks are indicative. KKB may not exceed an approved estimate without the Customer’s prior written approval via a change request (revised scope/estimate/timeline).

2.4. The delivery plan and prioritization are set on an ongoing basis. For TaaS, KKB aims for the response times stated above. In the event of Customer delay (missing accesses, approvals, etc.), KKB may reschedule capacity; a new delivery week is agreed, and any overrun is billed as time spent.

2.5. Exit, transfer, documentation and training are provided by separate agreement and billed on a time-spent basis. KKB provides reasonable handover in a standard format (e.g., checklists/video) against payment.

2.6. KKB may use relevant third-party tools. The Customer owns/purchases relevant licenses directly. KKB may replace tools; necessary migration is billed as time spent.

2.7. Changes, outages or policy shifts by third-party platforms, browsers or API providers (e.g., Google, Meta, CMP vendors, ITP/Consent Mode/Ad blockers) may require additional work, which is billed on a time-spent basis. KKB is not responsible for the effects of such changes.

3. Price, Price Adjustment, Invoicing and Payment Terms

3.1. KKB’s fee is either (i) an agreed price excluding VAT, or (ii) an agreed hourly rate excluding VAT. If an hourly rate is not agreed, KKB’s hourly rate is DKK 1,400 excluding VAT.

3.2. All prices are exclusive of all types of licenses, media and ad spend, etc., which the Customer pays directly, unless otherwise agreed.

3.3. Invoicing may be performed via Stripe. The Customer pays any and all fees related to the payment of invoices. For one-off deliveries, KKB may require prepayment, typically 50% at commencement and 50% upon delivery, unless otherwise agreed. Retainer agreements are invoiced monthly in advance. Licenses, media and other third-party costs are borne and paid directly by the Customer.

3.4. A technology and handling fee of two percent (2%) is added to the gross amount of each invoice. The fee applies and will be added to all invoices issued under this Agreement, including but not limited to monthly invoices, and is due together with the underlying invoice.

3.5. In the event of the Customer’s delayed payment, KKB may, after written demand, suspend ongoing and upcoming work and/or require prepayment for further services. Suspension due to arrears does not constitute a breach by KKB. Work will resume once full payment has been received.

3.6. By these Conditions, the Customer expressly agrees that the Customer is not entitled to set off against KKB’s receivables or to withhold payments or other obligations owed to KKB, unless the counterclaim is expressly acknowledged in writing by KKB or determined by a final judgment.

4. Customer’s Obligations

4.1. The Customer is obliged to ensure the necessary measures and framework conditions for KKB’s delivery of the Services, including, without limitation, creating and owning its own accounts, paying licenses, consumption, and media and ad spend directly to relevant vendors, and assisting KKB by providing relevant information, system access, and any necessary personnel. The Customer shall provide timely access to Google Tag Manager, Google Analytics, Google Ads and other relevant systems.

4.2. The Customer bears sole risk for any errors, delays, system outages, discontinuations or other impediments by third parties or the Customer itself that are outside KKB’s control and that may affect delivery of the Services.

4.3. The Customer must grant KKB access to the systems necessary for performance of the work prior to commencement.

4.4. If KKB is prevented from fulfilling its contractual obligations due to the Customer’s circumstances, regardless of nature and character, breach or non‑compliance with agreed terms, (i) KKB remains entitled to full payment for the agreed Services and (ii) is released from liability for any resulting delays.

4.5. The Customer is solely responsible for complying with all applicable laws and regulations (including tax, VAT/GST and other indirect taxes, customs, accounting and reporting, data protection/privacy, and any sector-specific rules) in each relevant jurisdiction. KKB does not provide legal, tax or accounting advice. The Customer shall indemnify KKB for losses, penalties and costs (including reasonable legal fees) arising from the Customer’s non-compliance.

4.6. The circumstances referred to in clauses 4.1 - 4.5 can never constitute defects in KKB’s Services. KKB is entitled to separate payment for any adjustments to such circumstances necessary for performance of the work.

4.7. The Customer may not disclose, share or otherwise make KKB’s Services, cf. clause 10.3, available to any third party without KKB’s prior written consent, unless the Service is intended or agreed to be shared. This applies whether disclosure is made free of charge or for consideration. Breach of this provision is deemed a material breach of the Conditions and may result in termination of the cooperation as well as potential claims for compensation for the value of the unlawfully shared material.

4.8. The Customer is solely responsible for legal compliance (cookies, ePrivacy, GDPR, IAB TCF, CCPA, platform policies and other local rules), including a lawful cookie banner, privacy policy, transfer basis and other relevant legal compliance matters.

4.9. The Customer is liable for any loss suffered by KKB as a result of the circumstances referred to in clauses 4.1 - 4.8. In addition, KKB may assert claims for damages against the Customer pursuant to the general rules of Danish law in connection with the foregoing.

5. Delay

5.1. The Parties shall, as far as possible, give timely notice of any expected delay. In the event of KKB’s delay, a revised schedule shall be prepared and remediation provided within a reasonable time. In the event of the Customer’s delay, including lack of access, approvals, or necessary cooperation, all relevant deadlines are postponed accordingly, KKB is released from liability for delay, and the Customer’s payment obligation for work performed and/or allocated capacity remains in effect.

5.2. The Customer’s remedies in the event of material and unremedied delay are limited to termination of the affected part of the agreement. Other claims, including liquidated damages and indirect losses, can in this situation never be brought by the Customer against KKB.

6. Breach

6.1. A Party is deemed to be in breach of the Agreement if it fails to fulfil its obligations under the Agreement. If the Customer materially breaches its obligations, including but not limited to non-payment of invoices pursuant to clause 3, unauthorised sharing, cf. clause 4.5, unlawful use, copying or sharing of KKB’s Services in violation of clause 9 on intellectual property rights, breach of the confidentiality obligations in clause 10, lack of cooperation that makes it impossible for KKB to deliver the Services as agreed, or use of the Services in violation of applicable law or third-party rights, KKB is entitled to terminate the Agreement with immediate effect, suspend the Services until the breach has been remedied, charge payment for Services already delivered as well as any additional costs caused by the breach, and assert claims for damages for losses suffered by KKB as a result of the breach.

6.2. If KKB materially breaches its obligations, the Customer must give KKB a written notice with a period of 14 days to remedy the matter. If remediation does not occur within the deadline, the Customer is entitled to terminate the Agreement for the part of the Services that is in breach.

6.3. Neither Party is liable for breach if caused by force majeure, cf. clauses 8.6 - 8.7.

7. Defects and Deficiencies

7.1. KKB provides no warranty for results, deliverables and/or functionalities; proposals and anything contained therein constitute estimates only. KKB’s obligation in the event of defects is limited to remediation/adjustment against payment, unless otherwise specifically agreed. The Customer must notify in writing without undue delay and no later than 30 days after the Customer became or ought to have become aware of the error. The notice must be sufficiently detailed and include a description of how the Customer believes the Services deviate from the agreed purpose or level.

7.2. An absolute complaint period of 6 months applies from delivery of the affected service.

7.3. If the Customer fails to complain within the period in clause 7.2, the Customer forfeits the right to assert claims in relation to the relevant Service. The Customer cannot rely on defects caused by the Customer’s own circumstances, cf. also clause 4.

7.4. In the event of a justified complaint, KKB will, at its discretion, either remedy, adjust the Service, or guide the Customer on how any issues can be handled going forward. However, remediation cannot be required if the dissatisfaction is due to the Customer’s own circumstances.

7.5. Changes made by the Customer or third parties to accounts, code, data layer, CMS or CMP, errors, changes or outages at third parties, insufficient data basis, and reporting deviations due to platform limitations do not constitute defects. Only in the case of material defects that are not remedied in a timely manner may the Customer claim a proportionate reduction in price or termination of the affected part. The Customer accepts that replacement delivery cannot be demanded.

8. Limitation of Liability and Force Majeure

8.1. Each Party is liable for its own acts and omissions under applicable law subject to the limitations set out in the Agreement.

8.2. KKB’s liability under the Agreement, including but not limited to defects, delays or other matters, shall, for retainers, be limited in aggregate to the fees the Customer has paid in the last 3 months prior to the event giving rise to liability. For one-off engagements, liability is limited to the fee paid for the specific delivery.

8.3. KKB is not liable for errors, defects or damage that may arise as a result of the Customer’s use of material delivered as part of the Services. Under no circumstances shall KKB be liable for indirect losses, including but not limited to loss of profit, loss of time, loss of operations, loss of data, loss of goodwill, loss of anticipated savings or other consequential losses.

8.4. KKB is not liable for errors or defects caused by the Customer’s circumstances, including the Customer’s creditor’s delay, failure to provide necessary information, lack of cooperation, delays on the Customer’s part or the use of unsuitable materials, systems or third-party data, the Customer’s subsequent use of the Services, as well as the matters referred to in clause 5 regarding the Customer’s obligations.

8.5. KKB cannot be held liable for services provided by third-party vendors, loss of anticipated savings, cf. clause 11, third-party APIs, suspension of advertising accounts, data loss caused by code changes/platform errors, or losses resulting from decisions made on the basis of data and reporting. KKB is, against separate payment pursuant to clause 3, entitled to remedy any challenges that may arise as a result of the foregoing, cf. also clause 4.

8.6. KKB can never be liable for or held responsible for events of a force majeure nature. The exclusion of liability remains in force for as long as the force majeure situation persists.

8.7. Force majeure is deemed to include circumstances beyond KKB’s control and which KKB should not have foreseen at the time of entering into the Agreement. Non-exhaustive examples of force majeure include, but are not limited to, unusual natural events, war, terror, fire, flood, vandalism, hacker attacks on electronic systems, IT failures, server and domain failures, riots, currency restrictions, seizure and industrial disputes, etc.

9. Intellectual Property Rights

9.1. KKB retains ownership of all intellectual property rights, including general methods, concepts, structures, templates, scripts, data models, dashboard structures, workshop materials and documentation developed or used in the delivery, and may freely reuse these with other customers.

9.2. The Customer is granted a non-exclusive, non-transferable and non-sublicensable right to use the specific configuration and materials delivered as part of the Agreement for internal use within its own company. The right of use is unlimited in time and territory.

9.3. The Customer may not, without KKB’s prior written consent, disclose, sublicense, sell or otherwise make KKB’s work, general solutions or materials available to third parties, including group-affiliated companies. Any derivative rights are subject to the same restrictions.

9.4. In the event of unauthorised disclosure/use of KKB’s rights as stated above, the Customer shall pay KKB a contractual penalty of DKK 50.000 per breach. Payment of the penalty does not preclude KKB from further claims.

9.5. The Customer shall hold KKB harmless against intellectual property claims arising from the Customer’s use, modifications, combinations or third-party content/data.

10. Confidentiality

10.1. The Parties impose on each other a mutual duty of confidentiality regarding all non-public information exchanged or provided in connection with the Agreement, including technical setups, scripts, dashboards, data models, business matters, prices, turnover figures, ad spend, strategy and customer data. The information may not be disclosed or used for purposes other than performance of the Agreement and may not be made available to third parties without prior written consent. The Parties must store the information securely and limit access on a “need-to-know” basis.

10.2. Confidentiality does not apply to information that is or becomes publicly known without breach, that is lawfully received from a third party without a duty of confidentiality, or that is independently developed without use of confidential information. Mandatory or regulatory disclosures may be made to the extent necessary and legally required, with prior written notice to the other Party where possible. The Parties shall ensure that their own employees and any subcontractors are subject to equivalent confidentiality.

10.3. The duty of confidentiality applies during the cooperation and for 12 months after termination. KKB may use the Customer’s name and logo as a reference on its website and in presentation materials unless the Customer requests in writing that this cease for the future.

11. Special Provisions on Tracking, Platform Limitations and Performance

11.1. The Customer is responsible for consent management, including choice of CMP, texts, categorisation and legal basis. KKB can install and configure the CMP and consent conditions on tags as a technical service under instruction. Platform circumstances such as ad blockers, ITP, Consent Mode, changes at tech vendors and data limitations may lead to data loss and reporting deviations, which do not constitute defects. KKB may propose technical measures, including server-side set-ups and use of tools such as Stape, to reduce data loss without any guarantee of full data capture or identical figures. If the data basis is insufficient, KKB is not liable for analyses or reporting based thereon.

11.2. Ad blockers, ITP, Consent Mode, etc. naturally entail data loss/deviations. KKB provides no guarantee of full data coverage or consistent figures across systems. KPIs and verifiable results require a separate written agreement.

11.3. KKB gives no guarantee of specific results (garbage-in/garbage-out applies), revenue, ROI/ROAS, lead volumes or similar as a result of delivering the Services. All targets, forecasts and estimates are indicative only and depend on circumstances beyond KKB’s control, including but not limited to traffic, budget, data quality, market conditions and platform changes. Any KPIs or objectives are only binding if expressly and in writing agreed, and in such case constitute an obligation of means within the agreed scope and subject to the limitations of liability in the Conditions.

11.4. The Customer is responsible for valid consent, correct CMP and lawful data basis. KKB disclaims liability in the event of insufficient consent or the Customer’s compliance failures. Data quality and results depend on the Customer’s data and systems.

12. Processing of Personal Data (GDPR)

12.1. KKB is the data controller for the Customer’s information. KKB processes personal data in compliance with the GDPR. Information about the Customer’s name, address, e-mail, telephone number, etc., and possibly that of its employees and the Customer’s customers, is used solely to fulfil the Agreement with the Customer.

12.2. For processing in the Customer’s systems/tracking, the Customer is the data controller. To the extent that KKB processes personal data on behalf of the Customer, this is as a data processor under a separate data processing agreement.

12.3. KKB complies with the rights of the data subject (the Customer), including the right of access, rectification, erasure, restriction of processing, objection, data portability, complaint and the right not to be subject to a decision based solely on automated processing, including profiling.

12.4. KKB retains the information for as long as necessary for the purpose for which the information is processed. KKB does not disclose, sell or otherwise transfer information to third parties unless the Customer has consented to this.

12.5. If the Customer wishes information about which data is processed, or to have data deleted or corrected, the Customer may contact KKB.

13. Disputes, Governing Law and Venue

13.1. The commercial (The Agreement) relationship between the Parties is in all respects governed by Danish law.

13.2. These Conditions apply in any dispute between the Parties.

13.3. Disputes shall be sought resolved amicably. If this is not successful, the case shall be brought before the ordinary courts at KKB’s venue at the Copenhagen City Court.

These Terms & Conditions have been drafted by Skafsgaard Law ApS.

These Terms & Conditions were last updated on 9 April 2026.

© 2026 Kristian Krogh Bang