1. Applicability and Structure
1.1. These General Terms and Conditions (the "Terms") govern all consultancy services, advisory work, and deliverables provided by Favorable ApS ("Consultant") to business clients ("Client").
1.2. Specific engagements are agreed upon in writing through individual proposals, statements of work, or engagement letters (each a "Proposal"). Each Proposal forms an integral agreement together with these Terms. In case of discrepancies between a Proposal and these Terms, the Proposal takes precedence.
1.3. Any differing, conflicting, or supplementary terms provided by the Client shall not apply unless explicitly accepted in writing by the Consultant.
2. Services and Scope
2.1. The Consultant provides B2B marketing consultancy, strategic advisory, and operational marketing support, including but not limited to:
Marketing strategy and brand positioning
Marketing training, workshops, and coaching
Lead generation advisory and campaign planning
Fractional marketing leadership and interim management
2.2. The exact scope, deliverables, milestones, and estimated schedule for each project are set out in the applicable Proposal.
2.3. Either party may request changes to the agreed scope. Material changes to scope, deliverables, or timelines require mutual written agreement and may result in an adjustment to fees and deadlines.
3. Client Obligations and Cooperation
3.1. The Client shall actively cooperate with the Consultant to ensure timely and effective delivery of the services.
3.2. The Client shall, in a timely manner:
Provide the Consultant with all necessary information, briefs, assets, data, and access required for performing the services;
Designate a primary contact person with authority to make decisions and approvals;
Review deliverables and provide constructive feedback or approvals within agreed timeframes.
3.3. If the Consultant's performance is delayed due to the Client's failure to provide required input, access, or approvals, agreed deadlines shall be extended accordingly, and the Consultant may invoice for additional time or expenses incurred.
4. Subcontractors
4.1. The Consultant is entitled to use qualified third-party subcontractors and specialist partners to perform parts of the services.
4.2. The Consultant remains responsible for the quality of the services performed by any subcontractors engaged by the Consultant.
5. Fees, Invoicing, and Payment Terms
5.1. Fees for the services shall be defined in the Proposal and may be structured as:
Fixed Project Fee: Invoiced according to agreed milestones or upon completion;
Hourly Rates: Invoiced monthly in arrears based on actual hours recorded; or
Monthly Retainer: Invoiced monthly in advance or in arrears as specified in the Proposal.
5.2. All stated prices are exclusive of VAT, taxes, travel expenses, and external disbursements (e.g., third-party software subscriptions, media ad spend, printing costs), unless otherwise agreed in writing.
5.3. Invoices are payable within 14 calendar days from the invoice date (Net 14).
5.4. In the event of late payment, the Consultant reserves the right to charge interest in accordance with the Danish Interest Act (Renteloven), as well as statutory late payment compensation and reminder fees.
5.5. In case of significant payment delays, the Consultant may suspend further work upon written notice until all outstanding amounts have been paid in full.
6. Intellectual Property Rights
6.1. Client Deliverables: Subject to full and final payment of all outstanding fees, all intellectual property rights and copyright in bespoke materials and final deliverables created specifically for the Client under a Proposal shall transfer to the Client for the intended business purpose.
6.2. Consultant Background IP: The Consultant retains all ownership, copyright, and intellectual property rights in its pre-existing tools, methodologies, frameworks, templates, models, know-how, and generic processes ("Background IP").
6.3. To the extent Background IP is embedded in the deliverables, the Client is granted a non-exclusive, perpetual, worldwide license to use such Background IP solely as part of the delivered work for internal business operations.
7. Confidentiality
7.1. Both parties agree to maintain strict confidentiality regarding all non-public information, business secrets, strategic plans, customer data, and commercial terms disclosed in connection with the engagement ("Confidential Information").
7.2. Confidential Information shall not be disclosed to any third party without prior written consent, except to employees, professional advisers, or subcontractors who need to know such information and are bound by confidentiality obligations.
7.3. The confidentiality obligations remain in effect during the term of the agreement and for a period of three (3) years following termination or completion of the services.
8. Warranties and Disclaimer
8.1. The Consultant shall deliver the services with professional diligence, skill, and care in accordance with sound industry practice.
8.2. No Commercial Guarantee: The Client acknowledges that marketing, strategy, and advisory outcomes depend on numerous external market variables, customer behavior, and client execution. The Consultant does not guarantee specific commercial results, sales figures, revenue growth, or conversion rates.
9. Limitation of Liability
9.1. The Consultant's total aggregate liability for any claims, damages, losses, or costs arising out of or in connection with an engagement, whether in contract, tort (including negligence), or otherwise, shall be limited to the total fees paid by the Client to the Consultant under the specific Proposal giving rise to the claim (or, for retainer agreements, the fees paid during the preceding three (3) months).
9.2. In no event shall either party be liable to the other for indirect, special, incidental, consequential, or punitive damages, including loss of profits, loss of data, loss of business opportunity, or loss of goodwill.
9.3. The limitations in this Section 9 shall not apply to liability resulting from gross negligence (grov uagtsomhed) or willful misconduct (forsæt).
10. Term and Termination
10.1. Fixed Projects: Agreements for fixed projects terminate automatically upon delivery and acceptance of the agreed deliverables and payment of all invoices.
10.2. Retainers / Ongoing Services: Unless otherwise agreed in the Proposal, ongoing retainer agreements may be terminated by either party with one (1) full calendar month's written notice to the end of a month.
10.3. Termination for Cause: Either party may terminate the agreement with immediate effect by written notice if:
The other party commits a material breach of the agreement and fails to remedy such breach within fourteen (14) calendar days of receiving written notice specifying the breach; or
The other party enters into bankruptcy, liquidation, restructuring, or becomes insolvent.
10.4. Upon termination, the Client shall pay for all work performed and non-cancellable expenses incurred up to the effective date of termination.
11. Governing Law and Jurisdiction
11.1. These Terms, any Proposal, and any disputes arising out of or in connection with the parties' business relationship shall be governed by and construed in accordance with the laws of Denmark, excluding its conflict of laws rules.
11.2. Any dispute or claim that cannot be resolved amicably shall be subject to the exclusive jurisdiction of the Copenhagen City Court (Københavns Byret) as the agreed first instance venue.
Version: September 7, 2026.
