HEXES ApS business conditions
The purpose of these standard terms and conditions is to govern any agreement entered into between HEXES ApS and a client. As a result, certain sections may not be relevant to every individual contract.
1. SCOPE OF APPLICATION
These General Terms and Conditions shall apply to any agreement between HEXES ApS and a client (the “Client”) regarding the provision of consultancy services, unless otherwise agreed in writing.
2. OBLIGATIONS OF THE PARTIES
2.1 The services to be delivered by HEXES ApS (the “Services”) shall be described in a proposal or statement of work (the “Project Description”) forming part of the agreement between HEXES ApS and the Client.
2.2 The Client shall be responsible for any tasks assigned to the Client under the Project Description or reasonably assumed by HEXES ApS. Furthermore, the Client shall provide HEXES ApS with such information, assistance, materials, data, facilities and resources as are necessary for HEXES ApS to deliver the agreed Services. The time estimates set out in the Project Description shall determine the scope of the activities described.
2.3 HEXES ApS shall use reasonable endeavours to comply with agreed timelines. Where HEXES ApS is responsible for project management, it shall monitor project progress on an ongoing basis and inform the Client of any actual or anticipated delays.
2.4 Unless otherwise agreed in writing, HEXES ApS shall not be obliged to achieve any specific outcome for the Client when delivering consultancy services. Delivery times for consultancy services are indicative only unless otherwise agreed in writing.
2.5 Any request for changes must be made in writing. Changes to the project scope or additional assignments shall require a written agreement (for example, an email confirmed by the other party) describing, among other things, the consequences of the changes for the project, including timelines and fees.
3. FEES AND PAYMENT TERMS
3.1 Unless otherwise agreed in writing, the Client shall pay for HEXES ApS’ Services based on time and materials. For projects agreed on a fixed fee or estimate basis, 50% of the contract value shall be payable upon approval of the project plan and 50% upon project completion. Coaching packages and coaching retainers (executive coaching and team coaching) shall always be paid in advance.
3.2 HEXES ApS’ prevailing hourly rates shall apply to the provision of the Services. Applicable rates and prices shall be specified in the Project Description. Any agreed discounts shall also be stated in the Project Description. HEXES ApS reserves the right to adjust fees and rates upon sixty (60) days’ written notice, effective at the end of a calendar month.
3.3 Travel expenses shall be charged in accordance with the applicable Danish government mileage rates when travelling by private vehicle, or otherwise reimbursed at documented and reasonable cost. Other agreed expenses, including but not limited to venue hire, equipment rental, catering and accommodation, shall be reimbursed by the Client upon presentation of supporting documentation. Unless otherwise agreed, expenses are not included in fixed fees or estimates.
3.4 All fees and amounts are stated in Danish Kroner (DKK) and are exclusive of VAT and any other applicable taxes or duties.
3.5 Where services are provided on a time and materials basis, HEXES ApS shall invoice monthly in arrears, including a specification of dates, hours worked and services delivered, unless a separate payment schedule has been agreed.
3.6 Invoices are payable within fourteen (14) days from the invoice date. Any overdue amount shall accrue interest from the due date in accordance with the provisions of the Danish Interest Act.
4. INTELLECTUAL PROPERTY RIGHTS
4.1 HEXES ApS shall retain all intellectual property rights to materials developed in connection with assignments for the Client, including but not limited to templates, reports, designs, formats, software, methodologies, manuals, guides and supporting documentation. The Client shall be granted a non-exclusive, non-transferable right to use such materials. This right of use is conditional upon full payment of the agreed fees.
4.2 The Client shall retain all rights to its own data, as well as any content, design and layout independently developed by the Client.
5. WARRANTIES
5.1 HEXES ApS warrants that all Services shall be performed with reasonable skill, care and professional diligence in accordance with generally accepted industry standards.
6. LIABILITY
6.1 HEXES ApS shall be liable for the Client’s direct financial losses arising from defects in the Services or other circumstances giving rise to liability under Danish law, subject to the limitations set out below.
6.1.1 HEXES ApS shall under no circumstances be liable for loss of profit, loss of business, loss of goodwill, loss of data or any indirect or consequential loss.
6.1.2 HEXES ApS shall not be liable where the circumstances giving rise to liability are beyond its reasonable control, including but not limited to strikes, lockouts, power failures, supply interruptions, fire, flooding or failures by subcontractors.
6.1.3 The liability of HEXES ApS in respect of any individual claim shall be limited to the fees paid by the Client for the Services to which the claim relates during the twelve (12) months preceding the event giving rise to the claim. Under no circumstances shall the total aggregate liability of HEXES ApS, regardless of the legal basis of the claim, exceed the total fees paid by the Client to HEXES ApS under the relevant agreement.
7. CONFIDENTIALITY AND DATA SECURITY
7.1 Each party undertakes to keep confidential all know-how, trade secrets, personal data, customer information and other confidential information received from the other party. This obligation shall not apply to information that: was publicly available at the time of disclosure; subsequently becomes publicly available without breach of this agreement; or was lawfully known by the receiving party prior to disclosure.
7.2 Each party shall ensure that its employees, contractors and subcontractors are subject to confidentiality obligations equivalent to those set out herein.
7.3 Where HEXES ApS processes personal data or other information relating to the Client’s employees, customers or operations, such processing shall be carried out solely on behalf of and in accordance with the Client’s instructions.
7.4 HEXES ApS has implemented appropriate technical and organisational security measures to protect Client data against accidental loss, destruction, unauthorised access, disclosure or misuse.
8. TERMINATION
8.1 Agreements relating to specific assignments or projects to be completed within a defined period may not be terminated by either party. Agreements for the ongoing provision of services may be terminated by either party upon thirty (30) days’ written notice to expire at the end of a calendar month. Prepayments are non-refundable upon termination.
9. MISCELLANEOUS
9.1 Notices Termination notices and other formal communications may be sent to HEXES ApS at: hexes@hexes.dk HEXES ApS may send notices with binding effect to any email address previously used by the Client in correspondence relating to the agreement.
9.2 Subcontractors HEXES ApS may engage subcontractors to perform parts of the Services, provided the Client is informed accordingly. HEXES ApS shall remain fully responsible for the performance of subcontractors to the same extent as for its own performance.
9.3 Termination for Cause Either party may terminate the agreement with immediate effect by written notice if: a) the other party enters bankruptcy, liquidation, administration or any similar insolvency proceeding; or b) the other party commits a material breach of its obligations and fails to remedy such breach within thirty (30) days after receiving written notice requiring it to do so. Any termination shall operate prospectively only (ex nunc).
9.4 Governing Law and Jurisdiction Any dispute arising out of or in connection with the agreement shall be governed by Danish law. The Copenhagen City Court (Københavns Byret) shall have exclusive jurisdiction as the court of first instance.
Last updated: January 2026