Terms and Conditions

Purpose and scope

These terms and conditions of sale and delivery (“the Terms”) set out the conditions for Web2Media ApS’ (“Web2Media”) provision of services and other services, against payment by the client (“the Client”). The Terms may only be deviated from by written agreement.

Any individually and separately concluded written agreement between Web2Media and the Client, under which Web2Media provides services against payment, is hereinafter referred to as “the Agreement” – regardless of whether it concerns one or more projects.

Together with other written material, the Terms constitute the contractual basis for all agreements with Web2Media.

Web2Media’s cooperation with the client always includes marketing consultancy as part of the service.

The consultancy includes, among other things, strategy, digital business development and online marketing, but is not limited thereto.

Web2Media acts as a marketing advisor and intermediary between advertiser and media. Web2Media is therefore not responsible for the content of the material, nor can any guarantees be given regarding exposure, performance or effect of advertisements.

In the event of a sale, merger or other transfer of Web2Media’s business, Web2Media is entitled to transfer its rights and obligations to a third party without obtaining the Client’s consent.

Web2Media reserves the right to add to and/or amend the Terms at any time.

 

 

Conclusion of agreement

Agreements between Web2Media and the client may be accepted orally or in writing by the Client and are governed by these Terms unless otherwise agreed in writing.

Once the Client has placed an order for services with Web2Media, Web2Media will prepare and send an order confirmation or other written confirmation.

If an agreement is concluded orally, Web2Media will send an order confirmation or other written confirmation. Any objections to the content of the confirmation must be submitted to Web2Media without undue delay; otherwise, the agreement shall be deemed concluded on the terms and conditions set out in the confirmation sent.

An agreement between Web2Media and the client may also be concluded by the Client submitting acceptance of an offer, which Web2Media subsequently confirms in writing.

Web2Media is only bound by orders that have been unequivocally confirmed to the client by Web2Media. However, Web2Media is not bound by the concluded agreement if, after confirmation, delivery challenges arise for which Web2Media is not responsible. This is also described under force majeure.

Unless it is clearly stated in the confirmation or otherwise agreed, agreements are entered into as an ongoing subscription service that continues until terminated. Termination conditions are described below.

In the case of time-based billing, where no other agreed price applies, billing will be based on the applicable hourly rate per time spent. The hourly rate in 2025 is DKK 1,250 excl. VAT.

For the conclusion of agreements between Web2Media and the Client where Web2Media assumes the role of “reseller” of software, reference is made to “Software agreements concluded between Web2Media and the client”.

 

 

Submission of advertising material

If the Client is required to submit advertising material, the order confirmation will specify the date by which Web2Media must receive the advertising material.

Unless otherwise agreed, the material must be delivered electronically.

If Web2Media receives the advertising material too late, Web2Media is entitled to postpone the start of the advertising for a reasonable period, taking the Client’s delay into account.

If the Client becomes aware of an error in the advertising material and notifies Web2Media thereof, Web2Media will at all times seek to correct the error within a reasonable time, even if this is due to circumstances attributable to the Client. However, it may take up to 30 days or more before the correction is finally implemented, depending on the media. Additional work and additional expenses associated with correcting errors will be invoiced to the Client.

 

 

Prices and payment terms

All prices stated in the individual order confirmation are exclusive of VAT and fees.

Unless otherwise agreed in writing, incurred expenses and Web2Media’s remuneration are invoiced monthly in arrears.

Invoices are due on the invoice date, and payment must be made no later than 8 days after the invoice date.

We reserve the right to invoice 50% of the agreed amount in advance when projects exceeding DKK 50,000 are initiated. The remainder is invoiced as stated above.

In the event of late payment, the Client will be charged interest of 2.0% per commenced month until payment is made.

Web2Media reserves the right to adjust any stated price for services with 30 days’ notice, unless otherwise agreed in writing.

Web2Media reserves the right to adjust prices annually in accordance with the Consumer Price Index (CPI). Price increases will always be a minimum of 3% regardless of developments in the Consumer Price Index. This adjustment will take place once per year.

Payment default exceeding 30 days shall always constitute material breach. The client is also not entitled to withhold parts of the purchase price as security for the fulfilment of any counterclaims relating to delivered services. This will likewise be considered a material breach of the Agreement.

 

 

Rights

All rights to advertisements and advertising material, including (but not limited to) source codes, graphics, layout, text, images and video, which are wholly or partly produced by Web2Media or its partners at the Client’s expense, belong to the client.

Material provided by Web2Media, including presentations, reports, analyses, etc., may not be copied, translated, reproduced in electronic form, made available to third parties or otherwise redistributed without Web2Media’s written consent.

Web2Media is entitled to use the client as a reference when this is done in general terms and without any obligation for the client otherwise.

In connection with the termination of the cooperation with the client, Web2Media is not obliged to hand over or otherwise make available the work, including e.g. links that may have been built for the client or other material.

 

 

Ownership and operational responsibility

All accounts and platforms created in the client’s name, including advertising accounts and other marketing platforms, are and remain the client’s property. The client is responsible for any operating costs, media purchases (ad spend) and platform-specific licenses associated therewith.

For data platform solutions, including integration, connection, storage, processing and visualization of data in dashboards, the following applies:

Web2Media owns and operates the underlying connectors, integrations, database solutions and dashboard tools, for which a monthly license and operating fee is charged. The client has the right to use the delivered solutions as long as the agreement remains in force, but does not obtain ownership of the underlying technical components.

The client retains ownership of its own raw data at all times and may request extraction thereof in a machine-readable format (e.g. CSV or JSON), as long as this is technically possible without interference with Web2Media’s system architecture. Extraction and transfer of raw data upon termination of the cooperation may take place subject to further agreement.

Upon termination of the cooperation, the right to use dashboards, data processing models and technical integrations ceases. Raw data may be delivered in the format and structure in which it is received from the data sources (e.g. Google Ads, Meta, GA4, etc.), but not in the transformed or modelled format used in the dashboard.

 

 

Liability

The client is responsible for the legality of the content and design of advertisements in both public and private law respects.

It is emphasized that Web2Media does not, on its own initiative, assess the legality of marketing activities of any kind, regardless of the extent to which Web2Media has contributed to their design.

The client shall indemnify Web2Media for any loss suffered by Web2Media as a result of the client’s potential breach or as a result of the nature of the advertisement or the project. This includes legal costs, public fines, license fees to collective management organizations, awarded claims for remuneration and compensation for non-material infringements, as well as any settlement amounts approved by the client in advance.

Web2Media may, without notice, remove, reject or dispose of the client’s advertisement in the event of payment default, suspicion of illegality, offensiveness or infringement of rights. In this connection, Web2Media reserves the right to disclose information about the client to public authorities.

Web2Media assumes no liability for operating losses, loss of profit, loss of data or other indirect loss as a result of work performed for and in cooperation with the client

Examples include:

Liability for any broken links in connection with the purchase of link building, as a result of discontinued domains or internal policies of a third party. In such cases, Web2Media does not replace the broken links or refund amounts in this regard.

Liability for Google’s possible exclusion of a website, or the result of changes in Google’s guidelines that affect what has been agreed in the Agreement.

Budget overruns on the client’s advertising accounts across Meta, Google, LinkedIn and others, regardless of the reason for such overruns. The client thus bears full responsibility and is unconditionally liable for any such budget overrun, and is furthermore obliged to compensate Web2Media for any additional costs, extra time or losses that may arise as a result thereof.

Web2Media disclaims liability and compensation as a result of errors in presented prices of the client’s products on various platforms, system failures including those of third parties, unauthorized access or other forms of non-delivery. Web2Media, on the other hand, undertakes to maintain a level of security that meets applicable industry standards.

The client is responsible for making backups of project-relevant data, including text, images and video on the client’s own IT systems.

Web2Media’s liability for any loss or damage is limited to 50% of the remuneration invoiced by Web2Media to the client during the 12 months prior to the occurrence of the loss or damage. Regardless of the amount of remuneration, Web2Media’s total liability towards the client can never exceed DKK 100,000.

 

 

Defects

A defect exists if the delivered services or parts thereof do not meet the requirements regarding scope and quality set out in the order confirmation, or what could otherwise reasonably be expected by the client or what may be regarded as normal industry practice.

If the services delivered by Web2Media are defective, and this should not have been discovered by the client in connection with the client’s review, the client may invoke the defect. Complaints must be made immediately after the defect is discovered and no later than 1 month after the end of the advertising, project or consultancy period, and are only valid if the client can document that the defect is due to Web2Media’s work.

Web2Media shall remedy its own defects as part of the cooperation at no charge.

However, Web2Media is not liable for defects – of any kind – if Web2Media can document that these are due to errors on the part of the media, or circumstances attributable to the client.

 

 

Term and termination

The Agreement applies for the cooperation period stated in the order confirmation and is non-terminable during this period, unless otherwise agreed in writing.

If no fixed period has been agreed, or unless otherwise specifically agreed, either party may terminate the agreement with the current month plus 60 days’ notice.

Web2Media reserves the right to terminate an agreement in whole or in part with 14 days’ notice due to circumstances relating to the media or Web2Media’s own circumstances. If the client has paid for future advertising or consultancy at the time of termination, Web2Media will return the amount no later than 30 days thereafter.

If the client terminates the cooperation during an agreed contract period, the client is obliged to pay for the work performed up to the end of the notice period.

 

 

Cancellation

Any cancellations must be made in writing and received no later than 10 business days before the commencement of the project, subject to a fee corresponding to 25% of the project’s net price.

Cancellations received later than 10 business days before the start of the project may only be made subject to a fee corresponding to 50% of the project’s net price. Cancellation after the start of the project is not possible.

Emails to the address annullering@web2media.dk are in this connection considered equivalent to written form.

 

 

Remedies for defects

Subject to the above limitations, the parties are entitled to terminate the agreement for services to the client with consultancy in accordance with the general rules of Danish law. If the termination is due to Web2Media’s material breach, the client shall obtain the right to use the material developed by Web2Media to the extent payment has been made for such material.

If an agreement is terminated by Web2Media due to circumstances attributable to the client, the client obtains no right to use the delivered advertising material. On this basis, the client cannot demand reimbursement of paid services.

Regardless of the stated reason, the client is not entitled to a proportional reduction.

If a party enters bankruptcy proceedings, is liquidated, or suspends payments, this is considered a material breach of all agreements between the parties, unless the trustee/liquidator or supervisor promptly notifies that they assume these agreements.

 

 

Force Majeure

In no event shall the parties be liable for circumstances that may be regarded as force majeure, including, but not limited to, war, riots, strikes, fire, natural disasters, currency restrictions, import or export restrictions, interruption of ordinary transport, interruption or failure in the supply of energy or communication systems. This also applies to any subcontractors.

If a party is affected by force majeure, it is incumbent upon that party to notify the other party thereof as soon as possible. If the party does not comply with this duty to notify, the party shall be liable as if force majeure did not apply.

 

 

Processing of personal data

Web2Media’s processing of personal data on behalf of the client is defined by a separate Data Processing Agreement, which is entered into between the client and Web2Media.

 

 

Employee clause

During the cooperation period and for a period of one year after the final conclusion of the cooperation period, the client may not, without a specific agreement with Web2Media, employ any of Web2Media’s employees who have worked, or are planned to work, on the cooperation in question.

 

 

Governing law

Any dispute arising out of these Terms or trade between the parties in general shall be brought before the Court of Aarhus. The dispute shall be decided under Danish law.

Software agreements concluded between Web2Media and the client
For any third-party licenses where Web2Media assumes the role of reseller, the terms of the manufacturer/software developer shall apply as standard. The client may not assert claims against Web2Media in connection with errors and defects in third-party licenses.

The Agreement is furthermore governed by Web2Media’s general terms described herein. In the event of disputes, and where not otherwise agreed in writing, between these terms and third-party terms, the terms herein shall prevail.