Northbased

Terms of Service

Last updated: January 17th, 2025

Introduction

This Terms of Service Agreement ("Agreement") outlines the business relationship between Alex Ahlgreen Westergaard trading as Northbased ("Northbased") and the client ("Client"). By engaging with Northbased and its services, the Client agrees to be bound by this Agreement unless a different arrangement is made in writing and signed by both parties.

1. Definitions

  1. "Services" refers to the professional offerings provided by Northbased, which may include code development, website hosting, consultations, privacy compliance tools, and other activities specified in individual contracts or project agreements outlined in the Portal Account.
  2. "Portal Account" refers to the client dashboard hosted on northbased.net, used for exchanging information, managing contracts, and facilitating communication between Northbased and the Client.
  3. "Confidential Information" means non-public, proprietary, or sensitive information disclosed by either party in any format (written, verbal, or electronic) during the business relationship, including but not limited to source code, financial records, business strategies, and technical documentation.
  4. "Third-Party Dependencies" refers to any tools, platforms, or services not owned or controlled by Northbased but used in the delivery of Services.

2. Client Portal

  1. Northbased will create a Portal Account for the Client to manage all pertinent information, including contracts, retainers, project details, time tracking, work summaries, and invoices.
  2. The Client must ensure the accuracy and currency of their business and payment information and provide documentation of authorization to enter into this Agreement.
  3. Northbased reserves the right to verify information provided by the Client periodically through system prompts, automated emails, or other methods deemed appropriate. Failure to maintain accurate information may result in temporary suspension of Services.
  4. Northbased is not liable for any unauthorized access to the Portal Account resulting from Client negligence, including but not limited to weak passwords or failure to secure login credentials.

3. Pricing and Payment

  1. Northbased shall bill the Client in full-hour increments, rounding each hour to the nearest quarter-hour. Example: 99 hours and 15-59 minutes will be rounded up to 100 hours, whereas 99 hours and 0-14 minutes will be rounded down to 99 hours.
  2. The Client agrees to settle invoices within 10 calendar days of issuance.
  3. Payments are accepted in EUR or DKK, based on a fixed conversion rate of 7.46038 DKK per EUR in accordance with the ERM II agreement. All applicable taxes and fees, including exchange fees, are the sole responsibility of the Client.
  4. Late payments will incur a 1.5% interest charge per month, compounded monthly, or the maximum rate allowed under Danish law, whichever is less. If the Client is more than 60 calendar days late, Northbased reserves the right to suspend Services and refer the outstanding debt to a collection agency.
  5. Payment disputes must be communicated to Northbased in writing within 7 calendar days of invoice issuance. The Client agrees not to initiate chargebacks or withhold payments without first seeking resolution with Northbased.
  6. Refunds are not provided for completed Services. Partial refunds for incomplete work may be issued solely at Northbased's discretion and only when explicitly agreed upon in writing.

4. Ownership and Intellectual Property

  1. Northbased owns all materials, code, and deliverables it creates until the Client pays all related invoices in full.
  2. After full payment, ownership transfers to the Client as described in the relevant contract or agreement.
  3. Northbased retains the right to use non-confidential, non-proprietary elements of the project, such as frameworks or generalized solutions, for future projects.
  4. Northbased retains perpetual rights to derivative works or reusable methodologies developed during the course of the project.
  5. If the Client does not pay their invoices, Northbased may suspend services and reclaim ownership or licensing rights.

4a. Customer Code and Live Services

  1. When working on the Client’s code or live systems, Northbased acts as a service provider.
    • The Client keeps ownership of their original code, data, and systems.
    • Northbased owns any new code or improvements it makes until full payment is received.
  2. Northbased is not responsible for existing problems in the Client’s code or systems. Any issues found will be reported to the Client for resolution unless otherwise agreed.
  3. Once Northbased delivers updates or code live on the Client’s systems, it is considered accepted and in use. The Client must review and test the work within a timeframe proportional to the size and complexity of the update, not exceeding 14 calendar days, and promptly report any issues.
  4. Northbased is not liable for unforeseen issues resulting from ad hoc work or live changes that cannot be tested beforehand, particularly if such issues are influenced by external factors or the inherent limitations of real-time implementation.

5. Limitation of Liability

  1. Northbased is not liable for any direct, indirect, incidental, or consequential damages arising from the use or inability to use the Services.
  2. Northbased's liability is limited to direct damages caused by proven negligence or willful misconduct by its employees or subcontractors, and only to the extent such damages could not be resolved within a reasonable timeframe.
  3. Northbased's total liability shall not exceed the total amount paid by the Client for the specific Services giving rise to the claim.
  4. Northbased is not liable for any issues, delays, or damages arising from Third-Party Dependencies, including but not limited to API changes, licensing restrictions, or platform updates affecting delivered work.
  5. Northbased is not liable for the inability to publish, host, or maintain code if the Client does not provide hosting or elect to pay for Northbased to host the code.

6. Confidentiality and Data Protection

  1. Both parties agree to maintain the confidentiality of all Confidential Information shared during their business relationship.
  2. Northbased complies with applicable data protection laws, including GDPR. The Client agrees to process all personal data provided through the Services in accordance with applicable laws. Northbased shall not be held liable for Client misuse of personal data.
  3. Each party (the "Indemnifying Party") shall indemnify, defend, and hold harmless the other party from claims, damages, losses, or liabilities arising from any breach of this Agreement, including unauthorized disclosure or misuse of Confidential Information.
  4. The Indemnifying Party must respond to indemnification claims within 30 calendar days of notification.

7. Termination

  1. The Client may terminate a contract or project through the Portal Account, provided all outstanding debts are settled.
  2. Northbased may terminate this Agreement or suspend Services for any of the following reasons:
    • Non-payment beyond 30 calendar days.
    • Breach of this Agreement by the Client.
  3. Upon termination by Northbased:
    • Northbased will offer the Client the following options:
      • Settle all outstanding debts. Northbased may issue a refund of up to 90% for unused Services if these Services have not yet commenced or incurred costs.
      • Discount outstanding debts by 60% in exchange for immediate transfer of all associated deliverables to the Client, "as-is."
  4. The Client agrees to pay termination fees equivalent to any incomplete work or resources allocated prior to termination.

8. Force Majeure

  1. Neither party shall be liable for delays or failure to perform obligations caused by force majeure events, including but not limited to natural disasters, pandemics, wars, strikes, or third-party software issues. Both parties agree to notify each other promptly of any such events and work in good faith to mitigate delays
  2. The Client’s payment obligations remain unaffected, except where force majeure directly impedes their ability to pay.

9. Governing Law and Jurisdiction

  1. This Agreement is governed by Danish law. Any disputes shall be resolved exclusively by the courts of Denmark.
  2. The parties agree that the courts of Denmark have exclusive jurisdiction regardless of the Client’s location.

10. Modification of Terms

  1. Northbased reserves the right to modify these Terms of Service with at least 30 calendar days’ notice provided via the Client Portal or email. Any changes affecting pricing, payment terms, or service delivery will not apply retroactively to existing contracts unless mutually agreed upon in writing.

11. Dispute Resolution

  1. In the event of a dispute arising from payments, Services, or the interpretation of this Agreement, the parties agree to attempt resolution through mediation before initiating legal action. Mediation will occur under Danish law, at a venue chosen by Northbased.