1 General

1.1 These terms and conditions apply to advisory services from Zahll Executive and govern any business relationship between Zahll Executive and the Client, unless otherwise agreed in writing between Zahll Executive and the Client.

1.2 By confirming an offer for services to be provided by the Zahll Executive in an order confirmation, you declare to have read and understood the Terms and Conditions and agree to their formally binding nature in your business relation with Zahll Executive.

1.3 We reserve the right to modify these Terms and Conditions from time to time. You will not be informed directly of any such modifications of these Terms and Conditions. You should therefore always refer to this document or www.zahll-executive.dk for current Terms and Conditions.

2 Information about Zahll Executive

2.1 Contact information

Zahll Executive ApS

Havneholmen 42, 4.tv

DK1561 København

Phone: +45 2156 1412

E-mail: hzl@zahll-executive.dk

Website: www.zahll-executive.dk

CVR no. 41897681

2.2. Banking information

IBAN: DK4654710002060096

BIC/SWIFT: NYKBDKKK

3 Fees and Payment terms

3.1 Fees are agreed with the Client when confirming the offer for services from Zahll Executive. Fees are either based on time spent, or as fixed fee arrangements. Unless otherwise agreed with the Client in writing, hourly rates are adjusted annually per 1 January, using the Danish 12-month net price index as regulating factor.

3.2 In addition to the fee for the assistance provided, the Client will be invoiced for any expenses in connection therewith, including fees, reasonable travel and accommodation expenses, meals, office and shipping expenses. This will either be done separately or at the next invoice.

3.3 Services are invoiced at reasonable intervals (typically monthly). For assignments of short duration, we normally invoice in connection with the conclusion of the assignment.

3.4 Invoices are stated in local currency, and VAT is added according to current rules.

3.5 Payment terms are net 14 days, unless otherwise agreed with the Client in writing. In case of late payment, we calculate 2% per month after the due date of the invoice.

4 Intellectual Property Rights

4.1 The property rights to any documents and other work generated by Zahll Executive when providing services to you, remains the property of Zahll Executive, unless otherwise agreed with the Client in writing.

4.2 The Client agrees to let Zahll Executive reference the Client by name, unless otherwise agreed with the Client in writing. Any reference with due respect to client confidentiality.

4.3 The Client is not permitted to distribute any of the materials provided by Zahll Executive either in part or in full to any third party, irrespective of the means and purpose, unless the materials are part of the services or products provided by Zahll Executive. 

5 Confidentiality

5.1 Zahll Executive will treat all data, including personal data, as confidential in all aspects of providing Services to the Client.

5.2 We will not disclose or otherwise make available any data, whether in whole or in part, to any third party other than authorized personnel employed with us. 

5.3 The confidentiality obligation does not prevent us from disclosing any confidential information as part of a mandatory disclosure to fulfil our obligations to supply information for the purpose of complying with any law or court order.

5.4 The confidentiality obligation does not apply to any confidential information that is generally available to the public, or if the Client has agreed to this in writing.

6 Liability

6.1 Zahll Executive disclaims any and all liability for direct, indirect, incidental, consequential, punitive, and special or other damages, lost opportunities, lost profit or any other loss or damage of any kind (whether incurred by the Client or a third party) relating to any use of the advisory or materials delivered by Zahll Executive.

6.2 Any claims must be raised within 12 months from delivery of the specific services or product, irrespective of an ongoing business relationship.

6.3 In no event shall the total aggregate liability of Zahll Executive to the Client for damages of any nature that may arise out of or in connection with these Terms and Conditions, exceed DKK 50.000.

7 Indemnification

Subject to any applicable law, the Client agrees to indemnify, defend and hold Zahll Executive harmless from and against all claims, losses, liabilities and expenses arising from the Client’s violation of any term of these Terms and Conditions; or the Client’s infringement of any third party’s right, including any patent claim, copyright, trademark, trade secret right, other property right as stated by regulatory instrument or by agreement with a third party; or the Client’s infringement of data protection laws, including the GDPR.

8 Governing Law and Venue

8.1 These Terms and Conditions shall be governed by and interpreted in accordance with the laws of Denmark.

8.2 Disputes between a Client and Zahll Executive concerning any advisory or these terms and conditions are subject to Danish law and must be settled by the Danish courts with the City Court of Copenhagen as the agreed jurisdiction in the first instance, unless solved in amicably.

9 Client Data Privacy Policy

9.1 As a result of the General Data Protection Regulation (GDPR), which entered into force on 25 May 2018, and the Danish Data Protection Act, Zahll Executive has adopted a personal data policy with strict requirements for the handling of personal data related to services to the Client.

9.2 If and when Zahll Executive processes personal data on the Client’s behalf and instruction as part of providing services to the Client, Zahll Executive shall be considered data processor in accordance with the definition set out in Article 4(8) of the GDPR, subject to comply with the requirements set out in Article 28 of the GDPR.

9.3 Personal data processed in an IT system owned by Zahll Executive will be stored for a period of up to three (3) years for the purpose of data analysis and data validation of current and future Client analyses, after which the data is deleted from the IT system.

9.4 The obligation to provide notification to Client data subjects, as set out in Article 14 of the GDPR, is allocated to the Client to ensure that data subjects, being company employees are duly informed that their information will be used for analytical purposes by Zahll Executive as part of providing services to the Client. As such we rely on the Client’s notice, and it is therefore the responsibility of the Client to ensure that data subjects are notified in accordance with Article 14 of the GDPR. 

9.5 By agreeing to these Terms and Conditions, the Client allows Zahll Executive to use and store personal data provided by the Client in an IT system hosted on a local server on the premises of where Zahll Executive conducts its business or provide Zahll Executive access to the Client’s IT system, e.g., via a company laptop or secured access to a client controlled IT system, in which case data processing and storing is subject to the Client’s data privacy policy.

9.6 Zahll Executive may sub-contract its processing operations performed on behalf of the Client to a sub-processor upon prior agreement from the Client. If Zahll Executive sub-contracts such operations, the sub-processor shall sign a written agreement with the Client or Zahll Executive which imposes the same obligations on the sub-processor as are imposed on Zahll Executive under these Terms. Upon notice to the Client, Zahll Executive may use the sub-processor from time to time.

9.7 Upon the Client’s written request, Zahll Executive shall permit the Client or any third party appointed by the Client (subject to reasonable and appropriate confidentiality undertakings), to audit Zahll Executive’s data processing activities and comply with all reasonable and commercially viable requests or directions by the Client to enable the Client to verify and/or procure that Zahll Executive and/or sub-processors are in compliance with their obligations under these Terms and the Data Protection Legislation. Zahll Executive shall be entitled to charge the Client a reasonable fee for its assistance in relation to the conduct of any audits.

9.8 Zahll Executive must upon the request of any public authority, grant the authority access to perform an audit or other investigation of the processing of personal data conducted by the Client. Zahll Executive shall accommodate any request made by the public authority for copies of the auditing reports performed in accordance with section 9.7. Zahll Executive shall without undue delay inform the Client in writing upon receiving such request, unless this is expressly prohibited by the public authority.

9.9 Zahll Executive will ensure that any employees processing personal data on its behalf have committed themselves to the obligation of confidentiality regarding any personal data processed under these Terms.  The obligation of confidentiality will continue after the termination of the business relation between the Client and Zahll Executive.

9.10 Zahll Executive shall without undue delay notify the Client of a data subject’s request to exercise his/her rights under the Data Protection Legislation, forward the request to the Client and provide cooperation and assistance in relation to the Client’s obligation to respond to said request.

9.11 Zahll Executive shall provide all information necessary and assist, insofar possible, the Client in ensuring compliance with all applicable provisions under the Data Protection Legislation, including but not limited to information needed for the Client to conduct a data protection impact assessment and assist the Client with respect to prior consultations with data protection authorities as required by the Client. Zahll Executive shall be entitled to charge the Client a reasonable fee for its assistance in relation to such assistance.

9.12 Zahll Executive shall without undue delay notify the Client in case of any identified or potential breach of personal data processed under these Terms.

9.13 Upon termination of the Agreement, Zahll Executive will at the choice of the Client, delete or return all the personal data to the Client, and delete existing copies unless legislation requires storage of the personal data.