Terms and Conditions as Subcontractor

1. Subcontracting Relationship

1.1 Nature of Services

Northbased will provide services for the Client, ensuring that it appears as if the Client is delivering these services directly. Northbased’s involvement must remain confidential and not disclosed to the Client’s Customers without written permission.

1.2 Client’s Responsibilities

• The Client is responsible for all communications and commitments made to their Customers.
• The Client must provide clear instructions and project details for each subcontracted project.
• The Client must manage Customer expectations and feedback regarding Northbased’s work.

1.3 Northbased’s Role

Northbased will act solely as a service provider to the Client and will not communicate directly with the Client’s Customers unless authorized.

2. Confidentiality and Branding

2.1 Confidentiality

Northbased will keep all information about the Client’s Customers confidential, including their identity and project details.

2.2 Non-Disclosure of Subcontracting

The Client agrees not to reveal Northbased’s role as a subcontractor to their Customers without prior written consent.

2.3 White-Label Branding

Northbased will deliver services in line with the Client’s branding guidelines. Northbased can refuse unreasonable branding requests.

2.4 Non-Disclosure of Northbased and Limitation of Liability

The Client agrees not to disclose Northbased’s identity or role as a subcontractor. Northbased is not liable for any damages or claims arising from the relationship between the Client and their Customers.

3. Ownership and Intellectual Property

3.1 Deliverable Ownership

All materials produced by Northbased remain its property until the Client pays all related invoices.

3.2 Transfer of Rights

Upon full payment, ownership of deliverables transfers to the Client, who is responsible for transferring rights to their Customers if needed.

3.3 Retention of Rights

Northbased retains the right to reuse non-confidential elements developed during the project for future work.

4. Payment Terms

4.1 Billing and Payment

The Client is responsible for paying all invoices from Northbased. Payment terms from the Original Agreement apply.

4.2 Refunds

No refunds are provided for completed services. Partial refunds for incomplete work may be issued at Northbased’s discretion.

4.3 Liability for Non-Payment

The Client must ensure that payments from their Customers do not affect their ability to pay Northbased. Non-payment by the Client’s Customers does not exempt the Client from paying Northbased.

5. Liability and Warranties

5.1 Limitation of Liability

Northbased is not liable for:

• Disputes between the Client and their Customers.
• Issues from the Client’s miscommunication of project details.
• Delays caused by dependencies on the Client’s Customers or third-party tools.

5.2 Testing and Acceptance

For live changes that cannot be tested beforehand, Northbased will inform the Client of potential risks. Deliverables are accepted once deployed, and the Client must notify Northbased of any issues within the agreed timeframe.

6. Termination

6.1 Termination by Northbased

Northbased can terminate services if the Client breaches this Agreement, fails to pay, or does not provide necessary project details.

6.2 Termination by the Client

The Client may terminate subcontracting work with written notice, provided all outstanding debts are settled. Termination does not affect ongoing obligations under the Original Agreement.

6.3 Transfer of Deliverables Upon Termination

Upon termination, Northbased will deliver completed work after full payment of all invoices and may withhold partially completed work until payment is received.

7. Governing Law and Dispute Resolution

7.1 Governing Law

This Agreement is governed by Danish law.

7.2 Dispute Resolution

Disputes will first be addressed through mediation under Danish law. If mediation fails, disputes will be resolved in Danish courts.

8. Integration with Original Agreement

8.1 Supplementary Nature

This Agreement is an extension of the Original Agreement. In case of conflicting terms, this Supplementary Agreement will take precedence.

8.2 Entire Agreement

Together, the Original Agreement and this Supplementary Agreement constitute the entire understanding between the parties regarding subcontracting work.