Terms of Sale and Delivery ("Terms")

1.      Scope of the Agreement and the Parties

1.1    These Terms apply to the sale and delivery of products and services ("Deliveries") to business customers ("Customer") entering into an agreement with AVDESIGN ApS, Company Registration No. 29214905 ("AVdesign"), unless otherwise explicitly agreed in writing between the Parties.

1.2    The Terms, together with an order confirmation/summary of agreement, constitute the agreement (hereinafter "the Agreement") between the Customer and AVdesign. In case of discrepancies between the order confirmation/summary of agreement and these Terms, the order confirmation/summary of agreement prevails.

1.3    Other terms and conditions sent from the Customer to AVdesign are not applicable, unless these have been explicitly accepted in writing by AVdesign. AVdesign's acceptance of the Customer's order is not simultaneously an acceptance of the Customer's conflicting or additional terms and conditions.

2.      Quotation and Order Confirmation

2.1    AVdesign is under no obligation to accept the Customer's order. Orders are conditional upon AVdesign's written acceptance. Offers made by AVdesign are valid for 14 days, unless otherwise stated, and are not binding until AVdesign has received the Customer's acceptance and issued an order confirmation or other written confirmation.

2.2    AVdesign reserves the right to make changes to the Deliveries up until the point of delivery, but in such cases, AVdesign guarantees at least equivalent functionality and performance.

3.      Price and Payment

3.1    The agreed price is stated in the order confirmation/summary of agreement.

3.2    The prices specified by AVdesign are exclusive of all applicable VAT, taxes, customs duties, and any other levies ("Taxes"). The Customer shall be responsible for the payment of any such Taxes deemed under applicable law. If a sale is covered by the reverse charge mechanism, the Customer acknowledges that AVdesign may be accountable for settling VAT. AVdesign's collection of the purchase price exclusive of VAT, may be dependent upon the Customer's supply of documentation within a specified time frame. In the event, that the Customer fails to provide AVdesign with the requested documentation within the specified timeframe or the documentation is deemed insufficient og incorrect AVdesign reserves the right to charge VAT.

3.3    For agreements with new Customers, it is standard practice to request a deposit or prepayment. If a deposit or prepayment is not made, AVdesign can terminate the Agreement without notice.

3.4    Terms of payment are 10 days from the invoice date, unless otherwise agreed.

3.5    In case of late payment, AVdesign is entitled to charge interest on the overdue amount according to the Danish Interest Act.

3.6    The Customer is not entitled to set off any claims they might have against AVdesign.

4.      Services provided by AVdesign

4.1    AVdesign offers a wide variety of animation services as well as video and audio productions.

4.2    The parties agree on the specific Deliveries in the order confirmation/summary of agreement that form part of the Agreement. Deliveries not specified in the order confirmation/summary of agreement that forms part of the Agreement must be purchased separately. For instance, post-production editing is not part of the agreed Deliveries, unless specifically stated in the Agreement. With Deliveries in AVdesign's LED Studio, the default assumption is that the Customer provides content for the screen, unless otherwise agreed in writing.

4.3    For the production of finished animations, films, videos, and audio recordings, the Customer is only entitled to receive the main service agreed upon, e.g. a final video, animation, or audio file, unless otherwise agreed in writing.

4.4    For the production of film, video, live production, and live-streaming not conducted in AVdesign's studios, AVdesign typically only provides audio, lighting, video, and editing equipment as well as the personnel to operate them, as agreed between the Parties. Unless otherwise agreed in writing, the Customer has the full responsibility to instruct AVdesign and ensure that the film and video production is feasible. This means the Customer is responsible for securing a location, including necessary access to electricity and internet, actors to appear in the recordings, and scripts and storyboards, etc.

4.5    The Customer must always follow AVdesign's instructions when they are on AVdesign's premises.

5.      Delivery

5.1    Delivery takes place at the agreed delivery location and time.

5.2    If a Party becomes aware that timely delivery cannot be carried out, or if a delay is likely, this Party must promptly inform the other Party in writing, stating the reason for the delay and, as far as possible, the anticipated delivery time.

5.3    AVdesign’s delivery times are for guidance and estimation only. AVdesign is not liable for any loss or damage (including consequential loss) arising directly or indirectly from any delay in delivery.

5.4    In the event of any significant delay due to circumstances for which AVdesign is responsible, the Customer has the right to cancel the purchase.

5.5    Should circumstances for which the Customer is responsible result in an inability to deliver as scheduled, the Customer shall compensate AVdesign for any associated costs arising therefrom, particularly expenses related to allocated personnel. Such circumstances may include, but are not limited to, the Customer's representatives falling ill or being late, lack of necessary power or internet access, or failure to procure required permissions. 

5.6    AVdesign reserves the right to an extension of time should the conditions described in clause 10.3 arise.

6.      Copyright and Intellectual Property

6.1    AVdesign retains full copyright to all materials and content developed and produced by AVdesign, including but not limited to sketches, models, storyboards, presentations, codes, recordings, and final animations. Upon full payment, the Customer is granted a perpetual, royalty-free, transferable license to use the prepared material including all intellectual property rights arising in connection with the Production for the Customer. This license shall always be subject to third-party rights.

6.2    Should the Customer provide materials for the Production, the Customer simultaneously grants AVdesign the right to use the provided material for AVdesign's delivery. Such material may only be used for works pertaining to the Customer.

6.3    The Customer warrants that all necessary permissions and consents for the Customer's own use, as well as AVdesign's use of the supplied material, have been lawfully and timely obtained.

6.4    The Customer warrants that they have lawfully and timely secured all necessary permissions and consents required for any Deliveries.

6.5    If the Customer breaches the provisions of clause 6.3 or 6.4, the Customer shall indemnify and hold harmless AVdesign from and against all losses, damages, liabilities, claims, expenses, and costs (including reasonable attorneys' fees and court costs) arising out of or relating to any third-party claims resulting from such breach. The Customer shall promptly notify AVdesign upon becoming aware of any such claims and shall provide AVdesign with all necessary assistance, information, and authority to handle the defense and settlement of such claims. AVdesign retains the right to participate in the defense at its own expense and with its chosen legal counsel.

7.      Complaints

7.1    The Customer must inspect the Deliveries as soon as they are received. Any complaints about defects or deficiencies must be made to AVdesign in writing within 8 days of receiving the Deliveries.

7.2    If the Customer fails to make a complaint within the deadline mentioned above, the Customer loses their right to invoke the defect or deficiencies.

7.3    Claims must be sent via email to AVdesign and include a copy of the invoice along with documentation of the defect or deficiency.

8.      Defects

8.1    AVdesign’s Deliveries often bear the characteristics of artistic expression. The part of a Delivery resulting from artistic expression cannot be considered defective, unless otherwise agreed in writing.

8.2    Minor deviations from approved material or agreed specifications do not constitute deficiencies.

8.3    Should a Delivery from AVdesign prove to be deficient, AVdesign is entitled, within 30 working days, to choose either to remedy the deficiencies or to provide a replacement, to the extent this is possible.

8.4    If AVdesign does not address deficiencies promptly, and such failure is not due to the Customer's actions, the Customer may terminate the part of the Agreement affected by the deficiency. Termination is effected by notification sent via email to AVdesign.

9.      Product Liability

9.1    AVdesign is solely liable for product liability in relation to the delivered Deliveries to the extent that such product liability arises from mandatory legislation. Any product liability that does not directly result from statutory law, including product liability developed through jurisprudence, is expressly disclaimed. The Customer shall indemnify and hold AVdesign harmless to the extent that AVdesign incurs product liability beyond this.

9.2    AVdesign shall not be liable to the Customer for operational loss, loss of time, loss of profits, or similar consequential losses.

10.      Limitation of Liability

10.1    AVdesign shall not be liable to the Customer for indirect loss or damages or for the loss of or damage to production, sales, profit, time, goodwill, or other similar consequential losses, unless such loss or damage is caused intentionally or through gross negligence.

10.2    Claims for compensation against AVdesign due to defects, delays, or other circumstances, apart from product liability as described in clause 9, shall be limited to the agreed purchase price.

10.3    AVdesign is not liable for loss or damage caused by external extraordinary events (force majeure), including technical breakdowns, power outages, internet failures, exceptional natural events, epidemics, pandemics, shortage of labour, equipment failures, strikes, lockouts, and similar labour disputes, acts of public enmity, war, terrorism, and other operational disruptions.

10.4    If the circumstances mentioned in clause 10.3 persist for more than 1 month, AVdesign is entitled to terminate the Agreement.

11.   Confidentiality

11.1 Both parties recognize that they may exchange sensitive information. Each party commits not to disclose or share such information without the other's consent, except where: (i) it is necessary for the fulfillment of either party's obligations to each other (ii) required by law or a legal proceeding; (iii) it is already known to the receiving party at the time of disclosure; or (iv) it becomes public knowledge without fault of the receiving party.

12.   Governing Law and Arbitration

12.1 These Terms are subject to Danish law. However, the choice of law rules under Danish law shall not apply, if they point to the application of foreign law. Furthermore, the CISG (United Nations Convention on Contracts for the International Sale of Goods) shall not apply.

12.2 Any dispute arising out of the Agreement, including its interpretation and fulfilment, shall be resolved in accordance with the rules of the Danish Institute of Arbitration. However, AVdesign reserves the right, in lieu of arbitration, to have a dispute resolved by the ordinary courts at AVdesign's venue, regardless of whether AVdesign is the defendant or the plaintiff. Cases solely concerning the taking of evidence shall be initiated at AVdesign's venue.

August 2023