GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY
VICE APS – GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY
Article 1. General
These general terms and conditions ( GTC) apply to each written or oral agreement between Vice Aps, located at Rosenborggade 15, 3., 1130 Copenhagen, Denmark, company number DK31278082 ( Vice) and its customer ( Customer) for the delivery of products or services by Vice ( Assignment). Any deviation from the GTC must be in writing. The GTC can also be found at www.vice.com/da. The GTC can be amended by Vice. After the amended GTC have been notified to the Customer, the amended GTC will also be applicable to any Assignments concluded prior to the amendment.
Article 2. Offers
All offers and proposals from Vice are non-binding. Vice is not bound to its offers or proposals if the Customer could have reasonably expected that the offer or proposal (or a part thereof) contains an apparent mistake or error, or Vice informed the Customer of having made a mistake or error within 72 hours after the offer was sent to the Customer, regardless of whether the Customer has already accepted the offer.
Article 3. Performance of the Assignment
Vice do not guarantee that a desired result shall be achieved and disclaims any representation, warranty and condition in relation to the performance of the Assignment Vice shall however carry out the Assignment to the best of its ability acting with due care.. Vice may engage third parties ( Subcontractors) to carry out certain activities. Vice is entitled to carry out the Assignment in different phases and issue separate invoices for those parts that have been carried out.
Article 4. Early termination by Vice
Vice may terminate the Assignment at any time by written notification, if circumstances arise that make it impossible for Vice to complete the Assignment or due to which Vice cannot reasonably be expected to continue its work (in unaltered form). Upon termination of the Assignment, Customer will pay Vice for all services performed and any expenses and (third party) costs incurred through the effective date of cancellation, including all non-refundable subcontractor fees and termination fees, if any.
Article 5. Cancellation by Customer
For Assignments relating to delivery of media inventory by Vice for the placement of advertisements only, the Customer is entitled to cancel the Assignment at no cost up to 6 weeks before the agreed date of delivery. If the Customer cancels the Assignment later than 6 weeks before the agreed date of delivery, the Customer shall pay a cancellation fee of: 25% of the price for the Assignment at cancellation between 6 to 4 weeks prior to the delivery date; 50% of the price for the Assignment at cancellation between 4 to 2 weeks prior to the delivery date; and 75% of the price for the Assignment at cancellation between 2 to 1 week(s) prior to the delivery date. The Customer shall pay the full price of the Assignment in case of cancellation notice later than 1 week prior to the date of delivery. If Vice has already incurred costs relating to the Assignment, the Customer shall fully reimburse Vice for such costs (in addition to its obligation to pay a cancellation fee, if any).
Article 6. Force majeure
Vice cannot be held to fulfil any obligation towards the Customer if Vice is hindered in doing so due to a circumstance that is not the result of Vice’s fault or negligence and that neither under the law nor pursuant to generally accepted principles can be considered to be for the account of Vice. Force majeure in these GTC includes all external causes, foreseen or unforeseen, on which Vice does not have any influence, but as a result of which Vice is not able to meet its obligations. To the extent that Vice has partially met its obligations under the Assignment at the time of the force majeure, Customer shall pay such part, including any expenses and (third party) costs incurred.
Article 7. Payment and collection fees
Vice will issue invoices periodically. Payment in accordance with the invoice must take place within 30 days after the invoice date. If the Customer is in default, all reasonably incurred costs for an out of court settlement will be for the account of the Customer. In the event of an Assignment with several Customers, the Customers are jointly and severally liable for the payment of the invoices, interest and costs due. The Customer waives any right to setoff payment for the Assignment.
Article 8. Access, works, data and information
The Customer will provide all the access, works, data, materials and information requested by Vice, or which the Customer could reasonably expect that Vice needs for the correct performance of the Assignment, on time and in the form and manner desired by Vice. Vice may suspend performance of the Assignment until the Customer has fulfilled aforementioned obligations. Customer grants Vice the right to use such access, works, data, materials and information to perform the Assignment and maintain a record of such performance.
Article 9. Reservation of ownership and IP
Vice shall retain all right, title and interest (including all intellectual property rights) in any documents, concepts, ideas, designs, data, music, videos and materials developed for and/or provided to the Customer. Vice grants the Customer a license to use the end result(s) of the Assignment for the Customer’s own business purposes to the extent agreed between Vice and the Customer in writing, provided that the Customer has adequately fulfilled all its obligations under the agreement(s) concluded with Vice.
Article 10. Use of tracking technologies
The Customer may not use tracking technologies (such as cookies or pixel tags) to collect data relating to visitors of websites of Vice or Vice’s affiliates (including all publishers that are part of the VICE Network), unless the Customer has notified Vice in detail of its intended activities and Vice has given its unambiguous written approval in advance. In the event Vice has given such prior approval to a Customer being an advertiser or media (buying) agency, the Customer shall: i) only use the collected data in accordance with the user requirements and conditions imposed by Vice; ii) only use the collected data for analytical or retargeting purposes relating to the campaign(s) falling within the scope of the Assignment; iii) not use the collected data longer than necessary for the aforementioned purpose and in no event longer than 6 months as from the start of the relevant campaign(s); and iv) immediately destroy all collected data after the expiration of the permitted period or upon Vice’s request. For information about the tracking technologies used by Vice, see Vice’s cookies policy on www.vice.com/da.
Article 11. Liability and indemnity
Vice shall not be liable for any form of damage in relation to the Assignment under whatever legal theory or qualification (whether in contract, unlawful act/tort, unjust enrichment or any other ground providing a remedy for damages). If Vice would nevertheless be held liable, Vice’s liability will be limited to direct damages in an amount equal to the amounts paid by Customer for the Assignment in the relevant year, excluding VAT, with a maximum of € 50.000. Claims for damages must be filed with Vice within three months after the Customer has or could have reasonably discovered the damage in order to be valid. The Customer hereby indemnifies and holds Vice harmless from any third party claims relating to (any results of) the Assignment that are the result of or are otherwise linked to instructions provided to Vice by the Customer or any use by the Customer of results of the Assignment outside the Customer’s intended usage scope notified to Vice.
Article 12. Miscellaneous
If any provision of the GTC is or is held to be invalid or unenforceable, then so far as it is invalid or unenforceable it has no effect and is deemed not to be included in the GTC. This shall not invalidate any of the remaining provisions of the GTC. The parties shall use all reasonable endeavours to replace the invalid or unenforceable provision by a valid provision, the effect of which is as close as possible to the intended effect of the invalid or unenforceable provision.
Article 13. Applicable law; competent court
The GTC, and the relationship between Vice and the Customer, shall be governed by and constructed in accordance with the laws of Denmark. All disputes between Vice and the Customer shall in the first instance be settled by the competent court in Copenhagen, Denmark.