Terms and Conditions

GENERAL TERMS AND CONDITIONS FOR XO 360

XO 360 ApS / CVR No.: 32291562

Effective as of: 1st June 2026

§ 1. Application and Validity

1.1 These general terms and conditions (hereinafter the "Terms") apply to all tasks, deliveries, advisory services, and projects provided by XO 360 (hereinafter "XO 360") to the client (hereinafter the "Client").

1.2 The Terms, together with XO 360’s specific offer, order confirmation, or cooperation agreement, constitute the entire contractual basis. In the event of any discrepancy, the specific written offer shall take precedence over these Terms.

1.3 The Client's own purchasing terms, letters of intent, or similar documents shall not apply unless XO 360 has expressly accepted them in writing.

§ 2. Offers and Agreement Formation

2.1 All offers submitted by XO 360 are valid for 14 calendar days from the date of the offer, unless otherwise specified in the offer.

2.2 A binding agreement is considered concluded when the Client accepts a submitted offer in writing (including by e-mail or digital approval), or when XO 360 issues a written order confirmation.

2.3 Subsequent changes, expansions, or additions to an already concluded agreement are only binding if confirmed in writing by XO 360. XO 360 reserves the right to invoice additional work resulting from such changes at the applicable hourly rate.

§ 3. Prices and Price Adjustment

3.1 All prices are stated in Danish Kroner (DKK) and are exclusive of VAT, public duties, and any external costs (e.g., printing expenses, external licenses, stock materials, transport, and allowances), unless otherwise expressly agreed.

3.2 For long-term collaborations, subscription agreements, framework agreements, or ongoing tasks, XO 360 reserves the right to adjust all prices and applicable hourly rates once a year, effective from January 1st.

3.3 The adjustment is calculated based on the percentage increase in the Net Price Index (nettoprisindekset) from Statistics Denmark over the preceding 12 months, subject to a minimum increase of 2.0% per year, regardless of whether the Net Price Index is lower or negative.

3.4 Should any further or extraordinary price increases (beyond the annual index adjustment mentioned in clause 3.3) be deemed necessary, they will be announced to the Client in writing at least 1 month prior to taking effect.

3.5 Price adjustments and extraordinary price increases will not affect ongoing projects that have been definitively agreed upon, quoted, and initiated prior to the adjustment or price increase taking effect. Such projects will be completed at the originally agreed rates

§ 4. Invoicing and Payment

4.1 XO 360 is entitled to invoice services in installments as the work progresses (e.g., monthly in arrears or at fixed milestones), unless full payment upon final delivery has been agreed. For larger projects, XO 360 reserves the right to request milestone payments or advance payment before commencing work.

4.2 The terms of payment are 14 calendar days from the invoice date, unless otherwise stated in the offer or invoice.

4.3 In the event of late payment, default interest will accrue in accordance with the rules of the Danish Interest Act (Renteloven) from the due date, along with a reminder fee of DKK 100 per reminder sent.

4.4 If the Client fails to pay overdue amounts despite receiving a reminder, XO 360 is entitled to immediately and without notice suspend all ongoing work and block access to digital deliverables until full payment has been made. XO 360 bears no liability for any losses the Client may suffer as a result of such suspension.

§ 5. Delivery and Delay

5.1 Delivery times and schedules are set according to XO 360’s best estimate. An agreed delivery time is to be considered guideline unless it is expressly and in writing defined as an irrevocable deadline in the contract.

5.2 If a delay is caused by the Client's circumstances – including missing or deficient delivery of materials, delayed approvals, or ongoing changes to the scope of the project (scope creep) – the delivery deadline shall be extended accordingly.

5.3 XO 360 cannot be held liable for delays caused by third-party suppliers, technical breakdowns beyond XO 360's control, or force majeure-like situations.

§ 6. Client's Material and Cooperation

6.1 The Client is obliged to cooperate loyally toward the resolution of the task, including providing accurate briefings, texts, images, logos, brand guidelines, and other agreed materials in a timely manner.

6.2 The Client bears the full and exclusive responsibility for ensuring that all materials transferred to XO 360 do not infringe upon the intellectual property rights of third parties (including copyright, trademark law, and photo rights) and comply with applicable legislation. The Client shall indemnify XO 360 against any claims and losses in this connection.

§ 7. Intellectual Property Rights and Source Files

7.1 XO 360 retains full copyright and all other intellectual property rights to all concepts, strategies, creative ideas, sketches, layouts, designs, source codes, and creative source files and raw files (including, but not limited to, uncompressed files in formats such as .indd, .ai, .psd, .prproj, etc.) developed or used in connection with the task.

7.2 Only when the Client has paid the full agreed fee and all outstanding invoices, does the Client acquire a perpetual, non-exclusive right to use the final, approved, and delivered end-product (e.g., a print-ready or digital PDF, a ready-to-play video file, finished graphics files for social media, etc.) for the purpose envisaged at the time the agreement was concluded.

7.3 The Client acquires no rights to source files, raw materials, or internal working documents. Under no circumstances is XO 360 obligated to hand over or deliver these source files unless an express, separate written agreement to that effect has been entered into beforehand, and the Client has paid a specific, separately agreed fee for it (buyout). 7.4 If the delivery of source files is exceptionally agreed upon, XO 360 bears no responsibility for external third-party licenses (such as fonts or stock images) embedded in the files. It is solely the Client's own responsibility to purchase and maintain the necessary licenses for future use and editing of the material.

§ 8. Approval and Complaints

8.1 The Client is obliged to thoroughly review all drafts or finished products immediately upon receipt for errors, defects, and discrepancies.

8.2 Any complaints must be submitted in writing to XO 360 no later than 5 business days after the material has been made available to the Client or sent for approval. After this period, the delivery is considered definitively and irrevocably approved by the Client. Subsequent corrections will be invoiced as additional work at the applicable hourly rate.

8.3 XO 360 is not liable for printing errors, proofreading errors, programming errors, or layout defects in materials that the Client has approved, either conditionally or unconditionally, during a review round.

§ 9. Liability and Limitation of Liability

9.1 XO 360 is liable for damages in accordance with the general rules of Danish law for losses directly caused by gross negligence or intent on the part of XO 360.

9.2 Under no circumstances can XO 360 be held liable for indirect losses, consequential damages, operating losses, loss of data, loss of turnover/profit, loss of goodwill, or losses incurred as a result of the Client's legal relations with third parties.

9.3 XO 360's total liability per assignment/project can maximum amount to a sum corresponding to the fee actually paid by the Client to XO 360 for the specific task that gave rise to the loss. In any case, XO 360's total liability toward the Client can never exceed DKK 100,000.

9.4 XO 360 bears no liability for changes, algorithm updates, breakdowns, or functional limitations on third-party platforms (e.g., Meta/Facebook, Google, LinkedIn, hosting providers, or external CMS systems) that may affect the performance, visibility, or functionality of XO 360’s work.

§ 10. Confidentiality and References

10.1 Both parties undertake to treat all information about the other party's business affairs, including strategies, internal processes, trade secrets, and prices, as strictly confidential. This obligation is perpetual and continues after the termination of the collaboration.

10.2 However, XO 360 is entitled to use the delivered product, as well as the Client's name and logo and a brief case description, as a reference in its own marketing (e.g., on its website, in presentations, and on social media), unless the Client has explicitly prohibited this beforehand in writing.

§ 11. Governing Law and Jurisdiction

11.1 Any dispute, controversy, or claim arising out of or in connection with the collaboration, the contractual basis, or these Terms shall be sought resolved amicably through constructive negotiation between the parties.

11.2 If an amicable solution cannot be reached within 30 days, the dispute shall be settled under Danish law with Københavns Byret (The City Court of Copenhagen) as the agreed venue of first instance.