Naver Energy’s General Supplier Terms and Conditions
Last updated: January-2023
These terms and conditions apply to the delivery of Services by Naver Energy ApS (“Naver”) to the addressee of the Proposal (“Company”) pursuant to a Proposal enclosing these terms and conditions (“Agreement”). In giving Naver an instruction to proceed with any Services or portion thereof, Company agrees that these terms and conditions govern such Services performed by Naver to the exclusion of any other terms and conditions. No amendment to these terms and conditions shall be binding unless agreed in writing.
The following definitions shall be used for the purpose of interpreting the Agreement:
- “Applicable Laws” all applicable statutes, statutory instruments, regulations, orders, laws, directives, and other legislation applicable to the Services or a Party and any codes of practice, consents, permissions, and licenses and directions under such.
- “Confidential Information” all technical, legal, and mercantile/commercial information, that a reasonable person would consider to be confidential based on the nature of the information and the circumstances in which it was provided. This includes information 1) which in its entirety, precise design, and/or composition is not generally known by people that usually work with that type of information, 2) has trading value because it is confidential and/or provide a competitive advantage or economic benefit, and 3) which under the given circumstances is subject to reasonable measures to ensure it remains confidential by the Party which controls the information.
- “Intellectual Property” or “IP” all creations of the mind of whatever nature and form and the rights connected to such creations including pending applications, renewals, unregistered and registered rights subsisting under the laws of all jurisdictions.
- “Background IP” all IP and other assets in the information and data provided by one Party to the other Party or developed by the first Party without the benefit of any information provided by the other Party.
- “Party” or “Parties” the Company, Naver or both as designated on the relevant Proposal.
- “Proposal” the document setting out Naver´s proposed services, methodology, deliverables, and fee.
- “Services” any services to be provided by Naver to Company including any deliverables such as reports, documents, PowerPoints, or other materials as outlined in the relevant signed Proposal.
In consideration of the performance of the Services, Company shall pay Naver the amount payable as calculated or presented in accordance with the Proposal. Company will pay Naver in the currency specified on the invoice. All fees, amounts, expenses, and disbursements (incl. rates) stated or referred to in the Proposal are exclusive of VAT, levies, imposts, and other duties and taxes. The Company shall pay any such taxes, VAT, imposts, etc. payable on the Services.
Unless otherwise stated in the Proposal, Naver shall issue invoices at monthly intervals and at completion/termination of the Services. Company shall pay invoices in full within 14 days from invoice date.
In the event of late payment Naver may (a) charge statutory interest in accordance with the European Communities (Late Payment in Commercial Transactions) Regulations 2022 and/or (b) suspend Services until such time Naver receive payment of the arrears plus any applicable interest. Naver shall have no liability for delay or damage caused by such suspension.
3. Assignment / Sub-Contractors / Third party rights
Neither Party may assign, novate, or transfer any rights or burden under the Agreement. Notwithstanding the foregoing, Naver may appoint sub-contractors to assist Naver in delivering the Services. Where Naver appoint sub-contractors Naver may share information with them and for all purposes in contracting with this Agreement and Naver shall accept responsibility for the sub-contractors’ activities which form part of the Services.
The Agreement shall not grant or purport to grant on any third party any benefit or any right to enforce any term of the Agreement and Naver shall have no liability to any third party whether in contract, tort, and/or otherwise in relation to the Services or any work produced pursuant to this Agreement.
4. Warranties and Representations
Either Party warrants and represents that:
- It will comply with all Applicable Laws incl. but not limited to data protection laws and laws and regulations related to anti-bribery, anti-corruption, health and safety, environmental protection, and taxation.
- It is not aware of any reason why the provision of the Services will or may place the Party in a position of conflict as regards any other interest or duty of itself or any of its personnel, employees, agents, and subcontractors. The Party must disclose to the other Party any such possible conflict of interest immediately when the Party becomes aware of it.
- The Parties shall be independent contractors and the relationship between the Parties shall not constitute a partnership, joint venture, or agency. Neither Party shall have the authority to make any statements, representations, or commitments of any kind, or to take any action, which shall be binding on the other Party, without the prior consent of the other Party.
Either Party will maintain public liability and professional indemnity insurance to cover its own liabilities under this Agreement provided always that such insurance is available in the Danish market at commercially reasonable terms and rates and subject to all normal exceptions exclusions and limitation to the scope of cover generally in operation at the time of renewal.
6. Naver Rights and obligations
Naver shall perform the Services in a timely manner using the degree of skill, care and diligence which would reasonably and ordinarily be expected of a skilled and experienced service provider complying with Applicable Laws and engaged in the same type of undertaking and under the same or similar circumstances and conditions. If a Naver consultant is or become incapacitated for reasons such as illness, pregnancy, death, resignations, or other justifiable cause, then Naver shall hold no liability for any delays suffered by the Company.
7. Company Rights and Obligations
Company shall give Naver all relevant data and information available to Company and shall provide such assistance, decisions, and instructions as may be required by Naver in sufficient time to enable the performance of the Services. Company agrees that Naver shall rely on the accuracy, sufficiency, and consistency of all data and information provided to Naver. Naver shall not be liable for any error, inaccuracy, or omission contained in any information or data provided to Naver. Company warrants that it owns and/or possesses adequate intellectual property rights and/or license in the data and information provided to Naver and that the Services does not infringe any third-party rights. The Company shall make the following available to Naver free of costs for the purpose of the Services: equipment, software, facilities, personnel, and services of others (if any).
8. Defect Correction
The Company must promptly notify Naver in the event of a defect for which Naver is solely responsible. If Naver disagrees with the responsibility, then such a Dispute must be settled as presented in this Agreement. Naver shall, at its own discretion, be entitled to remedy such a defect through either re-delivery, remediation of the defect, or a proportionate reduction in the agreed remuneration.
Either Party can terminate the Agreement with fourteen days (14) prior notice. Termination shall not affect any rights that may have accrued for either Party prior termination and all sums due to Naver shall become payable in full when termination takes effect. Upon termination under this Agreement Company shall pay Naver:
- Any instalments of the fee and other sums which have become due to Naver prior to the date of such termination, and which remain unpaid; and
- A fair and reasonable proportion of the next following instalment of the fee commensurate with the Services which Naver have performed up to the date of termination
- A fair and reasonable amount to compensate Naver for the loss of profit on the balance of the Services Naver would have carried out.
The final date for payment of any such sums shall be 14 days after the invoice date in relation to same.
All provisions regarding limitation of liability, confidentiality, and protection of proprietary rights and trade secrets shall survive for a period of 5 years after the termination of the Agreement.
10. Circumstances beyond control
Neither Party shall be in breach of contract or incur any liability to the other if that Party is unable to comply with the Agreement or is delayed in performance as a result of any cause beyond that Party´s reasonable control. In the event of any such occurrence, that Party shall be obliged as soon as reasonably practicable to notify the other Party, who shall have the option of suspending the Agreement by given written notice.
A Party (the “Receiving Party”) shall not by act or omission disclose to any third party any Confidential Information disclosed by the other Party in connection with the Services (the “Disclosing Party”). The Receiving Party shall use the Confidential Information only for the performance of the Services and shall not copy or record Confidential Information except as strictly necessary for the Services. The Receiving Party may share the Confidential Information with its employees, named affiliates, contractors, consultants (the “Representatives”) on a need-to-know basis for the conduct of the Services provided Representatives are bound by similar obligations of confidentiality as set out herein and the Disclosing Party is liable for defaults of its Representatives. The represented restrictions of Confidential Information shall not apply to any information which: 1) is or becomes generally available to the public unless it is a result of disclosure by Receiving Party in violation of this Agreement, 2) is or becomes available to Receiving Party or its Representatives from a source other than Disclosing Party, which source, after making reasonable enquiries, is not known by the Receiving Party to be in violation of a confidentiality agreement with the Disclosing Party with respect to such information, 3) can be evidenced to be already in the Receiving Party’s possession as evidenced by written records, or 4) is independently developed by the Receiving Party without violating its obligations under this Agreement as evidenced by written records.
Where the Receiving Party is required by Applicable Laws or any legal, judicial, governmental, administrative, or regulatory order, authority, or process by which it is bound to act to disclose Confidential Information, to the extent practicable and legally permissible, the Receiving Party promptly shall advise the Disclosing Party and shall use reasonable efforts to co-operate with the Disclosing Party to resist or limit such disclosure.
12. Limitation of liability
Notwithstanding any other term of this Agreement Naver´s total liability under or in connection with this Agreement whether in statue, contract, tort (including negligence), for breach of statutory duty and/or otherwise shall not under any circumstances exceed the total fee paid by Company under this Agreement. Naver shall not be liable for any indirect, special, incidental, and/or consequential loss, including but not limited to, loss of contract, business and/or revenue, production, business interruption, loss of business information, margin loss, lost profit and/or overhead, resurrection costs associated with the recovery of losses, loss of goodwill, substitute equipment/people, information and/or expected savings etc. For the avoidance of doubt this includes any type of loss arising out of the use of the Services provided by Naver. The exclusions and limitation of liability shall, to the fullest extent permitted under the applicable law, apply irrespective of whether liability arises by statute, contract, tort (incl. negligence) and/or otherwise (implied) in the law. The warranties, obligations, liabilities, terms, and undertakings assumed by Naver under this Agreement is the sole and exclusive remedy and shall be limited to those expressly stated herein.
Any liability of Naver shall expire six (6) months after the relevant part of the Services has been practically completed and delivered to Company. If Company fails to notify Naver of a claim prior this period, then the said claim shall be forfeited.
13. Intellectual Property
Unless otherwise agreed in the Proposal, the Company agrees that Naver owns and shall own all rights including IP in any Services subject to the Agreement except for any Company Background IP. Upon final payment Naver grants Company a revocable, royalty free, nonexclusive, non-transferrable license to use the Services for the purposes for which it was prepared by Naver. Either Party´s Background IP is supplied to the other Party in connection with the performance of the Services shall remain the property of the supplying Party and the receiving Party undertakes to protect the other Party’s Background IP and solely use it for the intended purpose.
14. Dispute Resolution
Any disagreement or dispute arising out of or in relation to this Agreement (hereinafter “Dispute”) shall be advised promptly in writing to the other Party. All Disputes shall in the first instance be sought to be settled amicably by mutual discussion by the relevant Naver and Company contact. Should the Parties fail to find a solution in the first instance within seven (7) days, then the Dispute must be referred to the Chief Executive of each Party who shall attempt in good faith to resolve the Dispute. If the executives fail to resolve the dispute within reasonable time, then either Party may settle the Dispute in accordance with the rules governing the hearing of cases at the Danish Institute of Arbitration (“Danish Arbitration”). All members of the arbitration court are to be appointed by Danish Arbitration in accordance with the above rules. One member of Danish Arbitration will take part in solving the dispute.
Company shall not solicit (and shall procure that no parent company or subsidiary of the Company solicits) either directly or indirectly the services of any employee, officer, or director of Naver without the prior written consent of Naver during the term of the Agreement and for a period of six months after the termination of the Agreement. If during such period any such employee, officer, or director of Naver accepts an offer of employment made by Company or a parent or subsidiary as a result of an introduction in the course of this Agreement, Company shall pay to Naver a sum equivalent to six months gross salary (plus bonuses) of the person concerned.
Entire Agreement: This Agreement represents the entire agreement between the Parties relating to the subject matter of the Agreement. Company acknowledges that Company have had an opportunity to negotiate the terms and conditions of the Agreement prior to the commencement of the Services.
Waiver: No failure, delay, or omission by either Party in exercising any right, power or remedy provided by law or under this Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
Severability: If any clause or (or part thereof) of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the remaining Agreement. If any clause or part thereof is deleted under this clause, then the Parties shall negotiate in good faith to agree a replacement that (to the extent possible) achieves the intended commercial result of the original clause.
Language and law: The Agreement shall be governed by and construed in accordance with the laws of Denmark. Each Party irrevocably and unconditionally submits to the non-exclusive jurisdiction to the courts of Copenhagen, Denmark.