Interim Service Terms
Last updated: 25 January 2026
These Interim Service Terms form a binding agreement between Northbased ApS and 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 They allow Services to begin promptly and remain effective until superseded by a Comprehensive Service Contract or until expiry under clause 10.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 the Client from the moment the Client accepts an estimate, proposal, or offer. They enable 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 – the Client’s secure online dashboard hosted at northbased.net.
- Production / Live Environment – the Client’s 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 the Client.
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 the Client to monitor progress, review time records, invoices, and communications.
04Payment Terms
4.1 Billing Structure
Time is tracked and invoiced in the increment specified in the accepted offer (full-hour or quarter-hour billing).
4.2 Payment Deadlines
- Clients in Denmark: 10 calendar days from invoice date
- Clients in the EU/EEA and Switzerland: 15 calendar days
- Clients outside the EU/EEA: 30 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 more than 60 days after its due date.
05Intellectual Property and Licence
5.1 Ownership
Northbased ApS retains full ownership and all intellectual property rights in all Deliverables until full payment of all related invoices or execution of a Comprehensive Service Contract.
5.2 Licence Granted to the Client
Upon delivery or deployment, the Client is granted a royalty-free, worldwide, non-exclusive, 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 the Client (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 the Client’s Production / Live Environment and notification by Northbased ApS (via Portal Account, email, or ticket), the Deliverable is deemed finally accepted, fully invoiced, and non-refundable. No further free corrections or revisions will be provided.
6.2 Non-Production Deliverables
The Client has 14 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, the Deliverable is deemed accepted, and any subsequent changes are billable.
6.3 Immediate Deployment
The Client may instruct Northbased ApS in writing to deploy any Non-Production Deliverable to Production, in which case clause 6.1 applies immediately.
07Confidentiality and Data Protection
7.1 Confidentiality
Both parties agree to keep strictly confidential all non-public information disclosed by the other (including source code, business plans, customer data, pricing, and technical documentation) and to use it solely for the purposes of the Services. This obligation survives termination of these Terms.
7.2 Data Protection
Where Northbased ApS processes personal data on behalf of the Client 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 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 the Client 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.
- The above limitations do not apply in cases of gross negligence, wilful misconduct, or fraud by Northbased ApS’s management.
- No liability is accepted for failures or damages caused by third-party services, dependencies, or Client-provided materials.
09Termination
Either party may terminate these Interim Terms at any time by written notice to the other.
- The Client remains liable for payment of all Services rendered up to the date of termination.
- If Northbased ApS terminates without cause (i.e., not due to non-payment or material breach), the Client receives 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 material breach by the Client entitles Northbased ApS to immediate suspension or termination without further notice.
10Duration and Transition
These Interim Terms automatically expire six (6) months after the Client’s initial acceptance of the offer.
From the seventh month onward, unless a Comprehensive Service Contract is 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 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 Terms shall be subject to the exclusive jurisdiction of the courts of Denmark. The parties agree to attempt good-faith mediation before initiating legal proceedings.