Terms and conditions for:
Obsidian Digital A/S
Øster Allé 56
2100 Copenhagen, Denmark
CVR: 37407739
1. Definitions and general conditions
1.1 These standard terms and conditions apply to all deliveries from Obsidian Digital A/S.
1.2. The standard terms and conditions, together with other written material, constitute the contractual basis for all projects at Obsidian Digital A/S.
1.3. The standard terms and conditions apply exclusively to projects by/from Obsidian Digital A/S and
therefore not any deliveries from third parties.
1.4 “Customer” or inflections thereof means the legal entity that assigns Obsidian Digital A/S a project.
1.5 The standard terms and conditions apply to both major and minor tasks reported verbally, by phone or e-mail, even if these do not directly refer to the standard terms and conditions.
1.6 Obsidian Digital A/S enters into consultancy work according to fixed price payment and hourly payment. Unless otherwise stated, the agreement is hourly based. This means that you are invoiced per. consumed time consumed.
1.7 Unless otherwise stated, the binding period for new projects is 6 months. Termination is
current month +1.
1.8 If the customer terminates the collaboration during the binding period, the customer is obliged to pay
for work performed or at least 80% of the price of the agreed work for the full commitment period.
2 Prices and payment
2.1 Obsidian Digital A/S invoices according to the standard hourly rate and according to time spent, with regard to minor tasks, unless otherwise stated. A minor task occurs when no fixed price is agreed
fixed price for the project.
2.2 Obsidian Digital A/S operates with a standard hourly rate. 1000 DKK. / hour for work of any
character.
2.3 Obsidian Digital A/S invoices monthly in arrears.
2.4 Invoices are due for payment 14 days after issuance.
2.5 Time spent on transportation, meetings and related expenses are not invoiced separately, but are part of
part of fixed agreements based on a consideration of reasonableness.
2.6 Obsidian Digital A/S imposes a reminder fee of DKK 100 for each reminder charged for late
payment.
2.7 Obsidian Digital A/S also charges interest from the due date at the rate of the Interest Act.
2.8 All prices are stated in Danish kroner excluding VAT.
3. Rights to the work
3.1 All rights to the work performed belong to the customer.
4. Confidentiality and references
4.1 Obsidian Digital A/S undertakes not to disclose confidential information to third parties in connection with the execution of specific projects and the collaboration in general.
4.2 Obsidian Digital A/S has the right for marketing purposes to state the customer as well as the project and a possible end customer as a reference.
5. Processing of personal data
5.1 In connection with the performance of work for the customer (the “data controller”), Obsidian Digital
A/S (“the data processor”) will receive personal data from the customer and shall process such personal data on behalf of the customer in accordance with the terms set out in this clause 5.
5.2 This clause 5 covers all types of personal data that Obsidian Digital A/S processes in connection with the performance of work for the customer. Appendix A specifies the object of the processing, the nature and purpose of the processing, the type of personal data and the categories of data subjects that the customer entrusts to Obsidian Digital A/S.
5.3 Obsidian Digital A/S may only process the personal data received on behalf of the customer the customer and in accordance with the instructions documented by the customer at any time (the “Instructions”). This section 5, including appendices, constitutes the Instructions. Obsidian Digital A/S must ensure that the personal data provided is not used for other purposes or processed in any other way, including purposes in its own or a third party's interest, other than what is stated in the Instructions.
5.4 The Customer and Obsidian Digital A/S may at any time agree to change the scope of this section 5 by replacing or amending Appendix A. Any change must be made in writing and may only be made by employees with separate authorization to do so.
5.5 Obsidian Digital A/S may not without the customer's prior specific or general written specific or general written approval, Obsidian Digital A/S may not, without the customer's prior specific or general sub-processor. In case of general written approval, Obsidian Digital A/S must notify customer of any planned changes regarding the addition or replacement of other data processors and data processors and thereby give the customer the opportunity to object to such changes.
Where Obsidian Digital A/S makes use of another data processor in connection with the performance of specific processing activities on behalf of the customer, this other data processor is subject to the the same data protection obligations as those set out in this clause [5] or another legal document between the legal document between the customer and Obsidian Digital A/S, through a contract or other legal document document under EU law or the national law of the Member States, providing in particular the necessary guarantees that they will implement the appropriate technical and organizational measures measures in such a way that the processing complies with the requirements of the applicable personal data protection law applicable at any given time. If that other processor does not fulfill its data protection data protection obligations, Obsidian Digital A/S remains fully responsible to the customer for the fulfillment of this other data processor's obligations.
5.6 Obsidian Digital A/S may not cause or allow the personal data received to be transferred to countries outside the EU/EEA, unless such transfer is covered by the scope and purpose of personal data as specified in Appendix A or the customer has given its prior written consent to such transfer. If the customer has permitted such a transfer, Obsidian Digital A/S must ensure that there is a specific transfer basis for the transfer of this information information, including, for example, the EU Commission's standard contracts for the transfer of personal data to third countries. Obsidian Digital A/S must ensure that the customer can invoke the provisions of such a standard contract.
5.7 Obsidian Digital A/S shall, to the extent possible, assist the customer in fulfilling its
obligations when processing the personal data received, covered by this section
5incl. appendices, including by:
a) responses to data subjects when exercising their rights,
b) security breaches
(c) impact assessments; and
d) prior consultations with the supervisory authority.
5.8 Obsidian Digital A/S is entitled to payment according to time spent and materials consumed in accordance with point 2 for assistance under point 5.7, unless otherwise agreed in writing.
a) Not be accidentally or illegally destroyed, lost or impaired,
b) Not come to the knowledge of unauthorized persons, both internally and externally,
c) Not misused, and
d) Not otherwise processed in violation of the personal data legislation in force at any time.
5.10 Notwithstanding section 5.9, Obsidian Digital A/S must implement the technical and organizational
security measures as set out in Appendix B and the agreement(s) on the delivery of the work.
However, Obsidian Digital A/S is always obliged to comply with the obligations regarding
security measures in the personal data legislation in force at any time, regardless of whether these
appear from Appendix B.
5.11 Obsidian Digital A/S must, upon written request, provide all information necessary to demonstrate compliance with the requirements in this section 5 incl. appendices, available to the customer and provide opportunity for and contribute to audits, including inspections, carried out by the customer or another auditor other auditor authorized by the customer.
5.12 Obsidian Digital A/S must without undue delay notify the customer of any breach of
personal data security that could potentially lead to accidental or unlawful destruction, loss
modification, unauthorized disclosure of or access to personal data processed for the customer.
5.13 Obsidian Digital A/S ensures that employees authorised to process personal data have committed to confidentiality or are subject to an appropriate statutory duty of confidentiality.
5.14 This clause 5 shall apply until the agreement(s) for the provision of work terminates
5.15 Obsidian Digital A/S shall, at the customer's request or at the latest in connection with the termination of the agreement(s) for the provision of work, return or delete all personal data received and copies thereof, regardless of the form and media in which they exist.
5.16 In the event that the Customer or Obsidian Digital A/S is in breach of its obligations under this clause 5, the breaching party shall indemnify the other party against all claims, actions, costs (including reasonable legal fees), losses, liabilities, fines, expenses or damages arising out of or in breach of this clause 5
6. Force Majeure
6.1 Obsidian Digital A/S is not liable for damage or defects in the implementation of the project due to force majeure or similar circumstances. Obsidian Digital A/S is thus exempt from liability to the customer if Obsidian Digital A/S is prevented from fulfilling its obligations under the agreement due to circumstances over which Obsidian Digital A/S has no control and which Obsidian Digital A/S could not reasonably be expected to have foreseen at the time of the agreement.
7. Disputes
7.1 Any dispute concerning the interpretation of this agreement or disputes arising in connection with its conclusion, execution or termination, shall be finally and bindingly settled by the City Copenhagen City Court as the court of first instance.
8. Link building
8.1 Obsidian disclaims responsibility for any broken links as a result of discontinued domains or new internal policies of third parties. In addition, Obsidian does not replace the broken links or refund amounts paid for this.
