Terms and Conditions

§1 Parties

These terms and conditions apply to agreements entered into between Taleco ApS (CVR 39446235), hereinafter "Taleco", and the legal or natural person purchasing Taleco's services, hereinafter "the Client".

§2 Scope of services

Taleco's services are described in the individual engagement agreement or subscription agreement. Services may include bookkeeping, annual reports, payroll administration, CFO advisory and process optimisation. Specific deliverables, deadlines and access arrangements are set out in the engagement agreement.

Services not expressly stated in the engagement agreement are not included and will be invoiced separately at the applicable hourly rate based on time spent.

§3 Pricing and payment

Fees are invoiced monthly in advance unless otherwise agreed in writing. All prices are exclusive of VAT. Supplements for additional employees on payroll runs are invoiced monthly in arrears.

Payment is due net 8 days from the invoice date. Late payment will accrue interest at 2% per commenced month in accordance with applicable law.

Taleco reserves the right to adjust prices once per year by up to 5% or the consumer price index, whichever is higher. The Client will be given 60 days' notice before any price adjustment.

§4 Client obligations

The Client is responsible for:

• Providing accurate and complete information, documents and data in a timely manner.
• Making necessary system access available (e-conomic, banking, tax authorities, etc.).
• Approving and reviewing delivered reports before submission to authorities.
• Notifying Taleco of material changes in the company's circumstances within 5 business days.

Taleco is not liable for errors or delays caused by incomplete or late delivery on the Client's part.

§5 Liability and limitation of liability

Taleco performs its services in accordance with good professional practice and Danish professional standards. Taleco's total liability to the Client is limited to the amount the Client has paid to Taleco in the 12 months preceding the event giving rise to the claim.

Taleco is not liable for indirect losses, loss of business, loss of profit or losses caused by the actions of third parties. This does not apply in cases of gross negligence or wilful misconduct on Taleco's part.

Liability cannot be excluded to the extent required by mandatory legislation (cf. §17.4).

§6 Confidentiality

Taleco treats all information about the Client as confidential and does not disclose it to third parties without the Client's prior written consent — unless disclosure is required by law or authorities.

The confidentiality obligation continues after the agreement has ended.

§7 Data protection

The parties enter into a separate data processing agreement (DPA V2.0) governing Taleco's processing of personal data on the Client's behalf. The DPA forms an integral part of the contractual relationship.

Taleco processes personal data about the Client's employees and contact persons in accordance with the GDPR and Taleco's privacy policy, available at taleco.dk/en/privacy.

§8 Intellectual property

Taleco retains all rights to its own methodologies, templates, systems and know-how. The Client acquires only a non-exclusive right to use the delivered reports and documents for its own purposes.

§9 Term and termination

Ongoing subscription agreements have a binding period of 3 months from commencement and may thereafter be terminated with 1 month's notice to the end of a calendar month.

Taleco may terminate the agreement with immediate effect in the event of the Client's material breach, including non-payment more than 30 days after the due date.

§10 Governing law and jurisdiction

This agreement is governed by Danish law. Disputes shall be resolved by the Copenhagen City Court as the court of first instance, unless the parties agree otherwise in writing or the dispute may be referred to a specialised complaints board.