Optimering – trading as Gastroplan
CVR no. 45312909
Bellmansgade 11, 2100 København Ø
www.gastroplan.dk
kontakt@gastroplan.dk
1. Company details and scope
1.1
These general terms of business and delivery (the “Terms”) apply to all quotations, agreements, deliverables and other services provided by Optimering, trading as Gastroplan, CVR no. 45312909, hereinafter referred to as the “Consultant”, to business customers, including restaurants, cafés, bars, hotels, canteens, catering businesses, food trucks, franchise chains and other professional customers in the gastronomy, foodservice and hospitality sectors, hereinafter referred to as the “Customer”.
1.2
The Terms form an integral part of every agreement between the Consultant and the Customer, unless otherwise expressly agreed in writing.
1.3
The Terms apply to all forms of advice, consultation, project management, development work, training, recruitment-related assistance, operational optimisation, supplier negotiations, menu development, concept development, crisis assistance, start-up programmes, quality assurance, commercial development, marketing-related consultation and other related services.
1.4
The Customer’s own standard terms, purchasing terms or other unilaterally stipulated terms shall not bind the Consultant unless expressly accepted by the Consultant in writing. The Terms therefore take precedence over any standard terms of the Customer.
2. Contractual basis and formation of the agreement
2.1
A binding agreement between the parties shall be deemed to have been entered into when one or more of the following circumstances apply:
a) the Customer has accepted a quotation from the Consultant in writing, including by email, text message, electronic signature or other verifiable communication;
b) the Consultant has sent an order confirmation and the Customer has not raised a specific written objection to its contents no later than 2 business days after receipt;
c) the Consultant has commenced the work with the Customer’s knowledge or at the Customer’s request; or
d) the Customer has paid, in full or in part, an agreed fee, deposit or invoice issued by the Consultant.
2.2
Unless otherwise expressly stated, every quotation from the Consultant shall remain valid for 14 calendar days from the quotation date. The quotation shall then lapse automatically unless the Consultant confirms otherwise in writing.
2.3
Information provided in marketing material, on the website, in presentations, in previous engagements, in case studies or during oral discussions is for guidance only and shall not form part of the contractual basis unless expressly incorporated into the specific agreement in writing.
2.4
Changes, additions, deviations or special terms shall be valid only if agreed in writing between the parties. Oral commitments, informal alignments of expectations or established practice between the parties cannot extend the Consultant’s obligations beyond what has been agreed in writing.
2.5
If, after entering into the agreement, the Customer requests changes to the content of the assignment, scope of delivery, timetable, staffing, location, meeting frequency, materials, participants, group of suppliers or other project assumptions, the Consultant is entitled to treat such changes as additional work to be invoiced separately.
3. Nature and scope of the services
3.1
The Consultant provides specialised advisory and development services within gastronomy, foodservice, hospitality, restaurant operations and the commercial development of food- and beverage-based businesses.
The services may include, among other things, menu development, recipe development, concept development, kitchen optimisation, staff training, operational analysis, structuring of workflows, calculations, supplier negotiations, instruction, service improvement, range assessment, start-up programmes, turnarounds, commercial positioning, sales optimisation, copy development, presentation material, package structures, quality assurance and similar services.
3.2
The Consultant’s services constitute professional advice based on experience, professional assessment, industry knowledge and the information made available by the Customer. The Consultant assumes an obligation of means, but not an obligation to achieve a particular result.
3.3
The Consultant does not guarantee specific financial, operational or commercial results, including, for example, specific revenue figures, margin improvements, contribution margins, payroll savings, guest satisfaction, positive press coverage, employee retention, recruitment success or other specific effects, unless expressly agreed in writing.
3.4
Any estimates, budgets, potential calculations, benchmarks, assessments, forecasts and recommendations are for guidance only and must not be regarded as guarantees or binding commitments concerning future results.
3.5
The Consultant is entitled to organise the performance of the assignment at its own professional discretion and using its own methods, frameworks, processes and tools, unless otherwise specifically agreed in writing.
3.6
The Customer acknowledges that the results of the advice depend, among other things, on the Customer’s management, staff, implementation capability, operational discipline, quality of ingredients, price trends, local competition, market conditions, supplier relationships, regulatory requirements and other matters beyond the Consultant’s control.
4. Customer cooperation and duty to provide information
4.1
The Customer must cooperate loyally and in a timely manner in the performance of the assignment and must, without undue delay, make available to the Consultant all necessary information, documents, budgets, access, key figures, menus, calculations, staff information, supplier agreements, operational assumptions and other relevant information.
4.2
The Customer warrants that the information and material provided to the Consultant are accurate, complete and up to date. The Consultant is entitled to rely on this information without independent verification, unless there are manifest errors or discrepancies.
4.3
If errors, delays, defects or inefficiencies are wholly or partly attributable to the Customer’s failure to cooperate, delayed responses, inaccurate information or inadequate basis for decision-making, the Consultant shall have no liability in this respect and is entitled to an extension of time and payment for any additional work.
4.4
If performance of the assignment requires access to the Customer’s premises, kitchen, employees, operating systems, product lines, financial data or collaboration partners, the Customer is responsible for ensuring such access to the extent necessary for the Consultant to carry out its work properly and safely.
5. Fees and pricing structure
5.1
The Consultant’s fee shall be stipulated in the specific quotation, order confirmation or separate agreement and may be agreed as a fixed project price, hourly rate, daily rate, monthly retainer, subscription payment, performance fee, success fee or a combination thereof.
5.2
Unless otherwise stated, all prices are exclusive of VAT, duties, charges, disbursements and third-party costs.
5.3
The Consultant is entitled to require full or partial advance payment, a deposit or a payment on account as a condition of commencing, continuing or completing the work.
5.4
For projects extending over a longer period, the Consultant is entitled to invoice in instalments according to project progress, at calendar intervals or upon reaching specific milestones.
5.5
If the Customer postpones the project, fails to cooperate sufficiently, suspends the work or otherwise delays progress, the Consultant remains entitled to invoice for work already performed, reserved capacity, preparation time and costs incurred.
5.6
Unless otherwise agreed in writing, the payment term is net 8 days from the invoice date.
5.7
Payment shall not be deemed made until the full invoiced amount has been credited to the account designated by the Consultant without set-off, withholding or deduction. Any bank charges, transfer charges, currency charges or other payment costs shall be borne by the Customer and may not be deducted from the invoiced amount.
5.8
The Customer is not entitled to set off any counterclaim against the Consultant’s claim unless the counterclaim has been acknowledged by the Consultant in writing or established by a final judgment.
5A. Emergency Assistance
5A.1
Emergency Assistance is an assignment that the Customer wishes to have prioritised at short notice outside Gastroplan’s ordinary scheduling. Gastroplan is not obliged to undertake Emergency Assistance until the assignment, price and commencement have been accepted by Gastroplan in writing.
5A.2
Emergency Assistance shall be invoiced at the following non-cumulative rates:
a) Monday to Friday, excluding Danish public holidays, 08:00–16:00: DKK 1,150 per hour.
b) Monday to Friday, excluding Danish public holidays, 16:00–22:00: DKK 1,725 per hour.
c) From Monday at 22:00 until Friday at 08:00, excluding Danish public holidays: DKK 2,300 per hour.
d) Saturdays, Sundays and Danish public holidays, 08:00–16:00: DKK 2,300 per hour.
e) Saturdays, Sundays and Danish public holidays, 16:00–22:00: DKK 3,450 per hour.
f) Saturdays, Sundays and Danish public holidays, 22:00–08:00: DKK 4,600 per hour.
The weekend period runs from Friday at 22:00 until Monday at 08:00. Danish public holidays shall be charged at the same rates as weekends. All amounts are exclusive of VAT.
5A.3
A minimum of 3 hours shall be invoiced for each emergency assignment. The minimum payment shall become payable when Gastroplan commences the work or, where physical attendance has been agreed, commences the journey to the assignment agreed with the Customer, whichever occurs first. The minimum payment shall be calculated as 3 hours at the emergency rate applicable at that time and shall therefore be DKK 3,450, DKK 5,175, DKK 6,900, DKK 10,350 or DKK 13,800 exclusive of VAT. Any subsequent cancellation by the Customer shall not reduce the minimum payment that has become payable.
5A.4
The emergency rates reflect the fact that Gastroplan reprioritises its capacity and may have to stop or postpone other assignments in order to assist the Customer. An enquiry or submission of a form does not in itself guarantee that Gastroplan can undertake the assignment.
5A.5
Where urgent physical attendance is required, travel time and documented travel expenses shall be invoiced separately and in addition to the minimum payment under clause 5A.3, cf. clause 6.4. The specific basis of calculation shall be stated in the emergency confirmation.
6. Disbursements, ingredients, travel and accommodation
6.1
All disbursements incurred by the Consultant on the Customer’s behalf or in connection with performance of the assignment shall be invoiced separately. This includes, among other things, ingredients, test purchases, beverages, specialist products, transport, taxi fares, bridge tolls, parking, hotels, air travel, rail travel, delivery services, photography, video, printing and software.
Invoices from a direct Partner under clause 21 are not Gastroplan’s disbursements or deliverables.
6.2
The Consultant is entitled to require the Customer to pay anticipated disbursements in advance, particularly in connection with major purchases, travel, accommodation, workshops, events, test productions or other activities involving a significant liquidity burden.
6.3
If, at the Customer’s request, the Consultant places orders or makes purchases in its own name, Gastroplan shall be the Customer’s contracting party for the relevant deliverable. If the parties instead wish the third party to be the Customer’s direct supplier, this must be clearly stated in accordance with clause 21.
6.4
Where physical attendance has been agreed, the Consultant is entitled to invoice reasonable travel time and documented travel expenses, unless otherwise agreed in writing. Clause 5A.5 shall also apply to Emergency Assistance.
7. Late payment
7.1
If the Customer fails to pay on time, the Consultant is entitled, from the due date, to charge default interest in accordance with the Danish Interest Act. The Consultant is also entitled to charge reminder fees, debt collection fees and reasonable recovery costs to the extent permitted by applicable law.
7.2
In the event of late payment, the Consultant is also entitled, without liability, to suspend ongoing work, withhold deliverables, postpone meetings and refuse further assistance until all overdue amounts, including interest and costs, have been paid in full.
7.3
If the Customer is in material payment default, or if there are reasonable grounds to doubt the Customer’s ability to pay, the Consultant is entitled to require security, full advance payment or to terminate the agreement for material breach, in whole or in part, with immediate effect.
7.4
The Customer’s payment default shall be deemed material if payment has not been received no later than 5 calendar days after a written demand, or if the Customer repeatedly pays late.
8. Timetable and reservation of capacity
8.1
Agreed dates for workshops, consultancy days, training, consultation meetings, start-up programmes, test days, tastings, staff reviews and other activities shall be regarded as binding reservations of the Consultant’s capacity.
8.2
Once a date has been confirmed, the Consultant is entitled to arrange its schedule accordingly and decline other assignments during the reserved period.
8.3
The Customer acknowledges that cancellation, postponement or rescheduling may therefore cause the Consultant direct loss in the form of lost revenue, wasted preparation time, abortive allocation of resources and non-refundable costs.
9. Cancellation and rescheduling
9.1
Cancellation or a request for rescheduling must be made in writing.
9.2
Unless otherwise agreed in writing, the following shall apply where the Customer cancels or reschedules an agreed workshop, consultancy day, training day, test day, start-up or other reserved activity:
a) If cancellation or rescheduling takes place more than 14 calendar days before the scheduled date, 25% of the agreed fee shall be payable if the Consultant has commenced preparation, declined another assignment, reserved special capacity or incurred costs. In all other cases, the Consultant may charge for the time actually spent and disbursements incurred.
b) If cancellation or rescheduling takes place between 14 and 8 calendar days before the scheduled date, 50% of the agreed fee shall be payable.
c) If cancellation or rescheduling takes place 7 calendar days or less before the scheduled date, 100% of the agreed fee shall be payable.
d) If cancellation takes place after the commencement of working hours, in the event of non-attendance or if access to relevant premises, employees, systems or facilities is not provided, 100% of the fee and all disbursements incurred shall be payable.
9.3
Any change that prevents the Consultant from performing the agreed service at the agreed time shall be treated as a cancellation, regardless of whether the Customer describes it as a postponement, relocation, pause or rescheduling.
9.4
If the Consultant has commenced preparation, research, ordering of ingredients, menu development, documentation, project structuring or other preparation for an activity that is subsequently cancelled, the Consultant is entitled to payment for the time actually spent and all disbursements.
However, payment for the time actually spent shall be charged only to the extent that it is not already covered by the cancellation payment under clause 9.2. The Consultant may therefore not charge both a cancellation payment and payment for the same preparation or service. Disbursements shall be invoiced separately.
9.5
If an activity must be cancelled or postponed due to circumstances relating to the Customer, including illness, operational problems, inadequate staffing, internal matters, supply failures or financial circumstances, this shall not give rise to any liability or obligation to make a refund on the part of the Consultant.
10. Changes and additional work
10.1
Any extension of or change to the agreed assignment, including additional meetings, additional revisions, more menus, further testing programmes, more locations, more participants, further analyses, expanded documentation or further negotiations, shall be regarded as additional work unless it is clear that the matter was included in the original agreement.
10.2
Additional work shall be invoiced at the Consultant’s applicable hourly or daily rate, unless otherwise agreed separately.
10.3
The Consultant is not obliged to commence additional work until the price, scope and any timing consequences have been accepted, or until the Customer has unequivocally requested the work by its conduct.
11. Delivery, approval and notification of defects
11.1
The Consultant’s deliverables shall be deemed delivered when sent electronically, transferred physically, presented at a meeting or workshop, or otherwise made available to the Customer.
11.2
The Customer must review deliverables without undue delay and give written notice of any material defects no later than 5 business days after delivery. The notice must be specific and detailed.
11.3
If the Customer fails to give timely notice of matters that the Customer ought to have discovered upon an ordinary review, the deliverable shall be deemed approved in relation to such matters.
11.4
Where a defect has been invoked in a timely manner, the Consultant’s liability shall be limited, at its discretion, to remedying, supplementing or redelivering the specific deliverable to a reasonable extent.
11.5
Taste, aesthetics, conceptual direction, commercial tone, creative style and similar matters are, to a considerable extent, based on professional judgement. Disagreement concerning such assessments does not in itself constitute a defect, provided that the deliverable is within the agreed scope and meets a professionally acceptable standard.
12. Intellectual property rights
12.1
All intellectual property rights in materials, methods, models, frameworks, templates, process descriptions, calculation tools, training materials, presentations, documents, standards, analytical models and other materials developed by the Consultant before the agreement or developed as part of its general business shall belong exclusively to the Consultant.
12.2
Unless otherwise expressly agreed in writing, the Customer shall acquire only a non-exclusive right to use the materials specifically delivered and paid for internally and for operational purposes, and solely within the Customer’s own business.
12.3
Generic knowledge, methods, workflows, structural models, calculation principles, training methods, frameworks and general gastronomic techniques shall not pass to the Customer, even if such elements form part of a specific deliverable.
12.4
If the Consultant prepares recipes, menus, concepts, SOPs, manuals, training material, package descriptions, sales copy, website content, CTA copy, performance models, pitch material or other customised deliverables, the Customer shall acquire only the agreed right to use them to the extent necessary for the Customer’s own operations, and only once payment has been made in full.
This applies irrespective of whether the individual deliverable is, by its nature, protected by copyright, trade secrets, know-how, contractual restrictions or other relevant protection.
12.5
The Consultant is entitled at all times to reuse its general experience, know-how, methodology, linguistic techniques, structure, framework and non-confidential learning from a project in other assignments, provided that this does not involve unauthorised disclosure of the Customer’s confidential information.
12.6
Without the Consultant’s prior written consent, the Customer may not copy, resell, disclose, license, publish, distribute or otherwise make the delivered material available to any third party, unless this follows directly from the agreed use.
12.7
Intellectual property rights shall never pass to the Customer by implication.
12.8
If the parties wish the Customer to acquire an extended or exclusive right to use specific recipes, signature dishes, concepts, campaign materials or other material, this must be agreed separately in writing, including provisions governing scope, geography, duration, exclusivity and remuneration.
13. Confidentiality
13.1
The parties have a mutual obligation to treat all non-public information concerning the other party’s business as confidential.
This includes, among other things, information concerning operations, calculations, margins, contribution margins, revenue, supplier agreements, purchase prices, staff information, recipes, production methods, concepts, strategies, budgets, guest data, campaigns, business plans and other trade secrets.
13.2
Neither party may disclose confidential information to a third party without the other party’s prior written consent, unless such disclosure is necessary for performance of the agreement and is made subject to an equivalent duty of confidentiality, or disclosure is required by mandatory law or a regulatory authority.
13.3
The Consultant is entitled to share necessary information with its own subconsultants, collaboration partners, advisers or auditors to the extent necessary to perform the assignment or operate the business, provided that they are subject to an appropriate duty of confidentiality.
13.4
The duty of confidentiality shall continue after the end of the engagement and shall apply for 5 years from the date of the last delivery. However, in respect of information that by its nature constitutes a trade secret, the duty of confidentiality shall continue for as long as the information has not lawfully entered the public domain.
14. Food safety, compliance and operational responsibility
14.1
The Consultant’s advice concerning recipes, workflows, allergens, food safety self-monitoring, preparation, labelling, hygiene, cleaning, storage, temperature control, service and kitchen operations is provided as professional consultation and guidance based on the information and circumstances existing at the time of the advice.
14.2
Final and full responsibility for compliance with applicable legislation, executive orders, regulatory requirements, industry requirements, food legislation, working environment rules, fire safety requirements, alcohol regulations, allergen labelling, food safety self-monitoring, traceability, storage, production, preparation and serving rests with the Customer as operator, food business, owner, management or responsible operator.
14.3
The Consultant shall not be liable for matters arising from any failure by the Customer or the Customer’s employees to comply with instructions, procedures, cleaning requirements, temperature requirements, handling of ingredients, personal hygiene, labelling, date control, cross-contamination controls or other operational matters.
14.4
Nor shall the Consultant be liable for foodborne illness, allergic reactions, production errors, regulatory sanctions, fines, orders, closure, recalls, reputational damage or third-party claims to the extent that such matters are wholly or partly attributable to the Customer’s operations, staff, implementation, deviations from the advice or subsequent changes made by the Customer or a third party.
14.5
The Customer is responsible for ensuring, before use, that all recipes, processes and serving methods have been tested, quality assured and adapted to the specific operating conditions, actual equipment, specific staff and applicable regulatory requirements.
14.6
The Customer is solely responsible for final checks, declarations, communications and signage concerning allergens, ingredients, additives, traceability and other legally required information provided to guests, authorities, employees and collaboration partners.
15. Liability and limitation of liability
15.1
The Consultant shall be liable only for direct losses that are a foreseeable and documented consequence of material errors or omissions committed by the Consultant in connection with the specific service.
15.2
The Consultant shall not be liable for indirect or consequential loss. This includes, among other things, operating loss, loss of profit, loss of contribution margin, loss of revenue, loss of goodwill, loss of data, lost savings, lost business opportunities, loss resulting from staff turnover, supplier failure, guest dissatisfaction, negative press coverage or cancelled events.
15.3
The Consultant’s aggregate liability, irrespective of the basis and type of claim, shall not exceed the fee exclusive of VAT actually paid by the Customer to the Consultant for the specific assignment or partial service to which the claim relates.
For ongoing engagements, liability shall, however, not exceed an amount equal to the invoicing exclusive of VAT for the preceding 3 months under the relevant customer relationship.
15.4
The limitation of liability applies to every claim, whether based in contract, negligence or another legal basis, unless otherwise provided by mandatory law.
The limitation of liability shall not apply in the event of wilful misconduct or gross negligence by the Consultant and shall not limit liability that cannot validly be limited by law.
15.5
The Consultant shall not be liable for errors or defects caused by:
a) inaccurate, delayed or incomplete information from the Customer;
b) the Customer’s failure to implement, or inadequate implementation of, recommendations;
c) changes made by the Customer or a third party to delivered materials, recipes, calculations or concepts;
d) circumstances relating to a direct Partner or another third party that, under clause 21, is the Customer’s own contracting party and supplier. Gastroplan remains liable, however, for its own documented errors in any referral or payment administration that Gastroplan has expressly undertaken; or
e) force majeure or other circumstances beyond the Consultant’s reasonable control.
15.6
The Customer must indemnify and hold the Consultant harmless against third-party claims arising from the Customer’s use of the deliverables in circumstances giving rise to liability, the Customer’s operations, the Customer’s marketing, the Customer’s production, the Customer’s failure to comply with applicable requirements or the Customer’s changes to the delivered material.
The Customer’s obligation to indemnify and hold harmless shall not include the part of a claim attributable to the Consultant’s own acts or omissions giving rise to liability.
16. Recruitment, introduction and circumvention
16.1
If, as part of the assignment, the Consultant specifically identifies, presents, recommends or provides contact with, or in another verifiable manner introduces, a candidate, chef, head chef, sous chef, manager, specialist, freelancer or other person to the Customer with a view to possible employment, engagement, freelance work or collaboration, that person shall be deemed to have been introduced by the Consultant.
16.2
The Customer is not entitled, directly or indirectly, to employ, engage, remunerate, enter into a consultancy relationship with or otherwise use a person introduced by the Consultant without at the same time settling the fee, referral fee, recruitment fee or success fee agreed between the parties with the Consultant.
16.3
If the Customer, a group company, a related business, a franchise unit, a co-owner, an operating company or another party acting wholly or partly in the Customer’s interests enters, directly or indirectly, into an agreement with a candidate introduced by the Consultant without proper settlement, this shall constitute a material breach and circumvention of the Consultant’s rights.
16.4
In the event of such circumvention, the Customer must immediately pay the Consultant a contractual penalty of DKK 40,000 for each introduced candidate employed, engaged or used without proper settlement.
16.5
The contractual penalty shall be set off against any claim for damages in respect of the same loss. The Consultant may claim further damages if a greater loss is documented, but may not obtain double recovery for the same loss.
16.6
It is immaterial whether the Customer describes the arrangement as a trial shift, freelance agreement, fixed-term project employment, fee-paid assignment, subcontracting arrangement or otherwise if the Customer in fact makes use of a person introduced by the Consultant.
16.7
The provisions of this clause shall apply for 12 months from the date on which the Consultant introduced the person concerned.
17. Direct collaboration with Introduced Partners
17.1
An “Introduced Partner” is an independent business, freelancer, consultant, specialist or other external collaboration partner with whom Gastroplan has verifiably connected the Customer, or to whom Gastroplan has given the Customer access, as part of a possible or existing collaboration.
17.2
The Customer may contact, engage and enter into an agreement directly with an Introduced Partner. Any referral and network fee shall be calculated at the rate, and paid by the party, separately agreed with Gastroplan in writing.
The Customer’s acceptance of the Terms, including by submitting a form, does not in itself establish a fee rate or impose a payment obligation on the Customer under this clause. Unless otherwise agreed in writing, the protection period in clause 17.4 shall apply.
17.3
The fee covers all assignments, continuations, extensions, repeat purchases and new deliverables between the Customer and the Introduced Partner during the protection period and is not limited to the assignment that originally led to the introduction.
17.4
The protection period shall run for 24 months from the first direct agreement, delivery or invoice between the Customer and the Introduced Partner. The period shall not be extended by subsequent contact, new assignments or invoicing.
17.5
This provision shall not apply to a relationship that the Customer or the Partner documents, within 5 business days after the introduction, was already active and specific before Gastroplan’s introduction.
17.6
The Customer and the Partner must loyally inform Gastroplan of direct agreements, deliverables and invoicing covered by this clause. Gastroplan may require the documentation necessary to verify the fee.
17.7
Gastroplan may charge the fee only to the party that has separately undertaken the payment obligation in writing under the agreed model.
If both the Partner and the Customer have separately undertaken in writing to pay the same fee, Gastroplan may in aggregate receive only one fee in respect of the same revenue. Payment by one party shall be set off against Gastroplan’s claim against the other party on a krone-for-krone basis.
17.8
Intentional or grossly negligent concealment, inaccurate information, hidden invoicing or other circumvention of Gastroplan’s right to a fee shall constitute a material breach.
Gastroplan may claim the outstanding fee, interest, reasonable verification and recovery costs and compensation for any further documented loss. Gastroplan may use any lawfully obtained documentation to prove the collaboration and revenue.
18. Ongoing engagements, minimum term and termination by notice
18.1
Where the engagement is agreed as an ongoing advisory programme, subscription programme, retainer programme, operational support programme or other continuing service, the agreement shall continue until terminated by either party by written notice in accordance with this provision.
18.2
Unless otherwise agreed in writing, there shall be a minimum term of 3 months calculated from the commencement date.
18.3
After expiry of the minimum term, the agreement may be terminated by giving 30 days’ written notice to expire at the end of a month.
18.4
The Customer is not entitled to a full or partial refund of amounts already invoiced or paid for a current period, regardless of whether the Customer chooses not to use the agreed capacity, consultation or advice.
18.5
Upon termination by notice, the Consultant remains entitled to payment for all work performed, reserved capacity, deliverables commenced, services ordered, disbursements and work reasonably committed before the termination takes effect.
19. Project inactivity and the Customer’s inaction
19.1
If a project is suspended in whole or in part due to circumstances relating to the Customer, including a lack of feedback, approvals or materials, internal delays, changes in management, operational problems, financial circumstances or changed priorities, the Consultant is entitled to invoice for work already performed and capacity reserved.
19.2
If a project has been suspended for more than 14 calendar days due to circumstances relating to the Customer, the Consultant is entitled to reschedule its resources, and the project may subsequently be resumed when the Consultant has capacity available.
19.3
Resumption of a suspended project may be subject to a separate start-up fee, replanning fee or revised pricing if the assumptions underlying the assignment have changed.
20. Supplier negotiations and scope limitations
20.1
Unless otherwise expressly stated in the quotation, assignments relating to supplier negotiations, price negotiations, range reviews or purchasing optimisation shall include no more than 5 suppliers.
20.2
The review, negotiation or handling of additional suppliers beyond the agreed number shall be regarded as additional work and invoiced separately.
20.3
The Consultant does not guarantee that negotiations with suppliers will result in specific price reductions, bonus schemes, credit terms, discounts or other commercial results.
21. Gastroplan’s network model and direct Partner Services
21.1
Gastroplan uses independent businesses and professionals in its network. For each deliverable, it must be stated whether Gastroplan is the Customer’s principal supplier or whether the relevant Partner supplies the Customer directly.
21.2
If Gastroplan is specified in the quotation or assignment confirmation as the principal supplier, Gastroplan shall be the Customer’s contracting party for the agreed Gastroplan service and may use the Partner as a subcontractor.
21.3
If the Partner is specified as the direct supplier, the agreement concerning the Partner’s service shall be entered into directly between the Customer and the Partner.
The Partner shall provide the service in its own name, for its own account and at its own risk and shall be responsible for price, quality, delivery, defects, delay, complaints, legal compliance and other supplier obligations.
Gastroplan shall not become the supplier of the Partner’s service by recommending the Partner, coordinating the work, forwarding documents or administering payment.
21.4
For a direct Partner Service, the Partner shall issue its invoice to the Customer in the Partner’s own legal name, under its own CVR number and in its own invoice number sequence.
Gastroplan may receive and forward the Partner invoice together with other separate invoices and a single consolidated payment statement. The payment statement is not in itself a VAT invoice and does not alter the identity of the supplier of each individual service.
21.5
Where payment administration has been agreed, Gastroplan shall receive the Customer’s consolidated payment on behalf of the Partner pursuant to the Partner’s authorisation.
Payment into the account specified by Gastroplan in the payment statement shall be made with full discharging effect for the Customer in respect of the identified invoices.
21.6
Gastroplan shall settle with the Partner in accordance with the applicable Supplier and Collaboration Partner Terms and may deduct its agreed fee before paying out the net amount. This internal settlement shall not result in an additional payment by the Customer.
21.7
Gastroplan shall be liable only for its own documented errors in the referral, coordination or payment administration that Gastroplan has expressly undertaken.
Gastroplan shall not be liable for the Partner’s professional service or other matters for which the Partner is responsible under clause 21.3.
22. References, case studies and marketing
22.1
The Consultant may identify the Customer as a reference in general terms in its own sales and marketing material if the Customer has approved this in writing in advance.
22.2
Use of the Customer’s logo, images, trade marks or other visual identifiers requires the Customer’s prior written approval.
22.3
Publication of specific key figures, internal results, financial data, detailed case studies, images from operations, before-and-after analyses or quotations requires the Customer’s prior written consent, unless the information has already lawfully entered the public domain.
23. Contractual penalty
23.1
Where these Terms provide for a contractual penalty, the amount has been agreed as predetermined compensation for the commercial damage, evidential difficulties and business disruption that the Consultant may suffer as a result of the breach.
23.2
The contractual penalty shall become payable when the breach has been documented and notified to the Customer in writing.
23.3
The contractual penalty shall be set off against any claim for damages in respect of the same loss. The Consultant may claim further damages if a greater loss is documented, but may not obtain double recovery for the same loss.
24. Force majeure
24.1
Neither party shall be liable for any failure or delay in performing its obligations where this is caused by extraordinary circumstances beyond that party’s reasonable control which the party could not reasonably have foreseen, avoided or overcome.
24.2
Force majeure may include war, terrorism, civil unrest, natural disasters, fire, flooding, strikes, lockouts, prolonged power or network outages, import or export restrictions and orders issued by public authorities, provided that the conditions in clause 24.1 are met.
Illness affecting key persons or ordinary supplier failure shall not automatically constitute force majeure.
24.3
The affected party must inform the other party without undue delay and mitigate the consequences of the force majeure event.
If the force majeure event continues for more than 30 calendar days, either party may terminate the affected part of the agreement in writing. The Customer shall pay only for work properly performed and approved, irrevocable disbursements incurred up to termination.
25. Cessation and termination for material breach
25.1
In the event of a material breach, the non-defaulting party is entitled to terminate the agreement for material breach, in whole or in part, after a written demand and a reasonable period for remedy, unless the nature of the breach is such that termination for material breach may take place immediately.
25.2
The Consultant may terminate the agreement for material breach with immediate effect in the event of material payment default by the Customer, disloyal conduct, harassment, threatening behaviour, infringement of intellectual property rights, unauthorised sharing of material or circumvention of the Consultant.
25.3
Upon cessation or termination for material breach, the Customer must pay for work performed up to the time of cessation and for documented and irrevocable disbursements and reservations made in accordance with the agreement.
The payment obligation shall not include services not delivered if the Customer rightfully terminates the agreement for material breach due to a material breach by the Consultant.
26. Governing law and jurisdiction
26.1
Any dispute between the parties arising out of or in connection with the agreement or these Terms shall be determined in accordance with Danish law.
26.2
Before commencing legal proceedings, the parties must seek loyally to resolve any dispute through negotiation.
26.3
If an amicable solution cannot be reached, the Copenhagen City Court shall be the agreed court of first instance, unless otherwise prescribed by mandatory law.
27. Validity, versions and interpretation
27.1
If any provision of these Terms is held to be invalid or unenforceable, this shall not affect the validity of the remaining provisions. The invalid provision shall in that event be replaced by a valid provision that most closely reflects its original commercial and legal purpose.
27.2
Headings are inserted for convenience only and shall not affect the interpretation of the provisions.
27.3
The version of the Terms sent to the Customer or expressly incorporated into the Customer’s agreement shall apply to the specific agreement.
Publication of new Terms on Gastroplan’s website shall not amend agreements already entered into. Material amendments to an existing agreement require the Customer’s written acceptance.
28. Personal data
28.1
The Consultant processes personal data to the extent necessary to enter into, administer and perform the agreement with the Customer, including contact details relating to the Customer’s owners, management, employees, contact persons and collaboration partners.
28.2
The processing shall be carried out in accordance with applicable data protection legislation from time to time, including the General Data Protection Regulation and the Danish Data Protection Act.
28.3
As a general rule, the Consultant processes personal data that do not fall within the special categories, including names, job titles, telephone numbers, email addresses, company details, communication history, invoicing information and information necessary to carry out the engagement.
28.4
The Consultant shall not use personal data for purposes other than performance of the agreement, administration, invoicing, customer dialogue, quality assurance, documentation and compliance with legal obligations, unless another lawful legal basis for processing applies.
28.5
The Consultant may disclose personal data to relevant data processors and collaboration partners to the extent necessary for operating the business and provided that this takes place on a lawful basis.
28.6
The Customer is responsible for ensuring that personal data disclosed by the Customer to the Consultant may lawfully be disclosed and that the necessary legal basis for processing exists.
The Consultant remains responsible, however, for its own processing of the data.
28.7
Further information about the Consultant’s processing of personal data is set out in Gastroplan’s Privacy Policy on the website.
29. Language and interpretation
29.1
These Terms are available in Danish and English. The English version is a translation of the Danish version. In the event of any discrepancy, inconsistency or uncertainty of interpretation, the Danish version shall prevail.