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These are Pravda’s standard terms and conditions, which apply to all customer contracts unless other agreements have been made in writing.

Validity
The terms and conditions apply to all offers, estimates and deliverables, unless otherwise described in the offer or agreed in writing. Upon acceptance of an offer, estimate or deliverable, the applicable terms and conditions are accepted automatically. The offer is valid 30 days from the date of tender. In the event of a discrepancy between the terms and conditions and the offer, the offer takes precedence.

Prices
All prices shall be stated in Danish kroner exclusive of VAT.

If a prepared fixed budget is exceeded, the Customer shall be notified in due time and prior to the budget being exceeded.

Until delivery, the Customer is obliged to accept changes to the price as caused by any documented increased costs associated with Pravda A/S’ delivery of the agreed service.

The price shall be inclusive of two correction rounds, which are defined as minor corrections/adjustments to any deliverable. Correction shall not involve the preparation of a new deliverable. If a new deliverable is requested, a separate offer for this shall be drawn up. Correction rounds in excess of the prearranged two shall be invoiced based on the amount of time it takes to complete them.

All prices shall be exclusive of additional services. Additional services can include:

• purchase of images and film clips as well as image/film manipulation
  
• location/location fees
• model/actor
• music/voice-over
  
• subtitles and language versioning
• catering; e.g., in connection with film shoots
• handling of social media, programming, printing and other production costs
• freight and other costs associated with project delivery
  
• transport

Exceeding project plan or change to briefing
If the Customer exceeds an agreed project plan or other agreements in connection with project planning, Pravda A/S reserves the right to invoice any associated costs. This also applies if the Customer wants changes to the briefing after initiation of any deliverable.

Cancellation/postponement of start-up
Cancellation and/or postponement of planned meetings/workshops/deliverables etc. shall take place with due notice from both Parties. Due notice shall be no later than 30 business days before Pravda A/S, according to the project plan and/or agreement, is to commence the task.
Cancellation and/or postponement of deliverables shall take place in writing/electronically and shall involve discontinuation by Pravda A/S of work in progress and, to the extent possible, limitation of costs for the Customer.

If cancellation and/or postponement does not take place with timely notice, Pravda A/S shall invoice what corresponds to the costs already incurred or caused by the cancellation and/or postponement, as well as Pravda A/S’ time consumption based on current prices. This shall also apply to inevitable costs related to subcontractors. Invoicing will be evaluated based on the following step-based model:

Cancellation/postponement later than 30 business days before commencement: Minimum 50% or what Pravda assesses will cover the sales lost in connection with the cancellation/postponement, including any possible inevitable costs for subcontractors and the like.

Cancellation/postponement later than 15 business days before commencement: Minimum 75% or what Pravda assesses will cover the sales lost in connection with the cancellation/postponement, including any possible inevitable costs for subcontractors and the like.

Delivery
Reference is made to the agreement between Pravda A/S and the Customer, or the current project plan. If delivery is postponed by the Customer by more than one month, Pravda A/S shall be entitled to follow the invoicing procedure agreed at start-up. The Customer shall not be entitled to withhold payment or parts thereof due to possible counterclaims.

Pravda A/S shall not at any time be liable for punitive damages, financial losses, consequential damage, loss of profits, loss of time or other indirect losses suffered by the Customer regardless of whether they are due to delay, delivery of defective services or other factors.

Furthermore, Pravda A/S’ total liability shall not exceed the amount stated on the order paid or payable by the Customer.

In case of force majeure, Pravda A/S shall be exempt from the agreed terms of delivery and for any liability for damages. Force majeure shall include, without limitation, strikes, lockouts, climate, war, epidemics, pandemics and serious illness.

In addition, reasonable measures taken by Pravda A/S in this connection shall also constitute force majeure. In such cases, Pravda A/S shall be entitled to postpone or cancel project delivery at its own discretion.

Transfer of files
Transfer shall only take place upon the Customer’s approval of project delivery. On start-up of a specific project, it shall be agreed how and to what extent files will be transferred and how the associated financial aspects should be handled.

Rights
All intellectual property rights associated with the final delivery from Pravda A/S belong to the Customer. Under certain circumstances, third party rights can limit the free use of the delivery. See more in the present section, part 6. The price for the transfer of intellectual property rights from Pravda A/S to the Customer will be agreed on individually depending on costs upon the handover of the delivery and the rights associated with such. In case of disagreement on the amount to be paid, either Party may have the Copenhagen Maritime and Commercial High Court appoint an expert who shall determine, within one week, if possible, a preliminary payment for the continued right corresponding to an estimated value for such continued right. After payment thereof, the Customer may make continued/extended use of the deliverables. If a Party disagrees on the amount to be paid, it may be brought before the arbitration tribunal.

The Customer has the right of use of the delivery during the ongoing co-operation with Pravda A/S. Copyright and files included in final deliverables (except for presentations) may be transferred finally against payment according to the agreement. If Pravda A/S has presented ideas and concepts for the Customer that has not been executed with Pravda A/S, the Customer must not use these or share them with other business partners without prior agreements with Pravda A/S. 

When using external stakeholders/partners with whom the Customer has a separate agreement and who act under instructions from the Customer, all liability associated with contractual conditions shall rest with the Customer. Internal and external stakeholders may, for example, be other agencies, interviewees, actors, models, music, voice-over, stock material, etc. The Customer shall have full liability for material from the Customer itself or from the Customer’s other/previous partners.

Third-party rights to interviewees, actors, models, music, voice-over, stock material, etc. may limit the free use of the delivery. Pravda A/S shall loyally provide information regarding any such limitations. If rights-clearing is not possible within reasonable limits or if it is conditional, Pravda A/S shall notify the Customer of this. If the Customer uses its right to acquire continued rights to the deliverables, Pravda A/S shall arrange for supplementary rights-clearing, provided this is agreed in writing/electronically and that Pravda A/S receives payment for this.

Pravda A/S shall never be made liable for the Customer exceeding permitted use, and in case of any violation by the Customer regarding permitted use, the Customer itself is liable for any claims.

Pravda A/S has prepared a GDPR policy according to the guidelines from the Danish Data Protection Agency. This applies to all partnerships and deliveries. However, it is the Customer’s responsibility to comply with all GDPR regulations regarding commenced deliveries.

Pravda A/S reserves the right to a royalty-free and irrevocable right of use to raw files, and Pravda A/S is entitled to use files for its own marketing purposes after acceptance from the Customer. In addition, Pravda A/S is entitled to use the general knowledge obtained as a result of the work in other contexts, except in relation to the Customer’s direct competitors. Files will be deleted according to Pravda A/S’ rules for deletion, which is five years after the end of the collaboration.

Trademark inquiries
Pravda will only perform superficial trademark inquiries in connection to the development of naming and/or visual identities, as well as graphical elements. It is the customers’ responsibility, optionally together with an external trademark agency or attorney, to secure that the chosen identity/name can be used to the extent that the customer desires, and the customer must cover all costs themselves. Pravda does not guarantee that it is possible to register names and/or visual elements unless this has been explicitly agreed upon with the customer.

Liability
Pravda A/S shall not be held liable for defects in deliverables, which have been sent for correction and are approved by the Customer. Furthermore, Pravda A/S shall not be held liable for delays owing to lack of feedback and approval by the Customer.

The Customer shall be legally liable in connection with the legal processing of all deliverables in the form of, for example, public registration of any logo or execution of competitions, since Pravda A/S assumes the performing role and thus does not provide advice on the contents of such services.

The Customer shall also be responsible for ensuring that all deliverables comply with the Danish Marketing Practices Act (sections 1-11).

If price marketing is used, the Customer shall always be responsible for ensuring that it complies with the current legislation and the consumer ombudsman guidelines for the area.

If the Customer provides Pravda A/S with leads, the Customer shall be responsible for ensuring that these have been collected legally and may be used lawfully to the extent agreed between the Customer and Pravda A/S. If the deliverables include mandatory information—for example, financing information or terms of offers—the Customer shall, as a general rule, provide Pravda A/S with this, and the Customer shall be responsible for ensuring that the mandatory information is correct and complete, and that it complies with the relevant legal requirements, as well as with the consumer ombudsman’s practice and guidelines for the relevant area.

The Customer shall ensure that other legislation and business practices etc. are observed. The Customer shall give Pravda A/S written/electronic notification well in advance of project delivery regarding any special legal or product requirements etc. which Pravda A/S should take into account.

When, due to the mode of delivery, suppliers are used with whom the Customer concludes a separate agreement, Pravda A/S shall not assume liability for this part of the project—it is the Customer’s responsibility to approve the supplier.

Payment
The terms of payment are current month + 14 days from the invoice date.

Pravda A/S shall be entitled to partial invoicing in cases where orders exceed DKK 100,000 or when orders are in progress for more than one month. The rates for partial invoicing shall be agreed with the Customer.

With respect to film productions, Pravda A/S shall be entitled to invoice in installments: 40% of the total amount shall thus be invoiced at start-up while 60% shall be invoiced at completion or according to agreement with the Customer for ongoing partial invoicing.

If it is requested that the Customer’s project number or EAN number be stated on the invoice, this number shall be provided no later than three days after receipt of request. After this time, the right is then reserved to issue the invoice without the requested number.

In case of advance invoicing, the amount shall be spent before the end of Pravda A/S’ financial year, which runs from July to June, or within 12 months from the invoice date.

In the event of rush orders, where it is necessary that the hours lie outside normal working hours, 50% will be added in the invoicing. Pravda A/S’s normal working hours are 8:00 a.m. – 4:00 p.m. Monday – Thursday and 8:00 a.m. – 3:30 p.m. on Friday.

The Customer shall pay invoices via bank transfer. In case of late payment, Pravda A/S shall be entitled to add interest. Pravda A/S shall comply with the terms of the Danish Interest Act.

If the Customer disputes all or part of an invoice, the Customer shall immediately, and no later than two weeks after receipt of the invoice, submit a complaint in writing/ electronically to Pravda A/S. The Customer may, as a maximum, withhold payment for the part of the invoice in dispute.

Changes to terms and conditions
Pravda A/S reserves the right to change the terms and conditions without prior agreement from the Customer. All changes take immediate effect on all orders after the effective date.

Disputes
Complaints shall be referred to the relevant contact person. This agreement shall in all respects be interpreted in accordance with Danish law. If the parties to a potential dispute cannot reach an agreement on a binding solution by negotiation within 14 days, either party may bring the dispute before the ordinary Danish courts in Pravda A/S’ jurisdiction, which is the agreed court of first instance.