GENERAL TERMS AND CONDITIONS

The current terms apply to the services provided by ROtation Indretning ApS ('Rotation') to the client ('Client') as agreed upon in the [agreement letter].

If ROtation has sent the [agreement letter] and, upon the Client's instruction, begins work on a phase such as a concept phase for the Client, these terms shall apply to the services ROtation performs until the parties have agreed upon further terms, at a rate of DKK 1250 per hour. In the event of discrepancies between the agreement letter and these terms, the agreement letter shall prevail.

SERVICES

ROtation provides three types of services:

Concept Phase: In which the overall interior design concept is developed.
Procurement Phase: In which ROtation manages supplier coordination and purchases materials for the interior, including but not limited to furniture, lighting, carpets, etc.
Implementation Phase: In which ROtation implements the interior concept for the Client.

CONCEPT PHASE

The interior concept in this context is understood as a proposal, typically in the form of a PDF presentation with accompanying images or similar, which outlines how the Client can design the location concerned by the concept and which materials are intended for use. An interior concept does not include a complete architectural drawing, timeline, material list, or similar.

ROtation retains all rights to the interior concept, and the Client obtains a non-transferable right to use the concept for the purpose of designing the Client's location upon full payment of the invoice.

PROCUREMENT PHASE

In the procurement phase, ROtation delivers supplier management for the Client regarding:

(i) Purchasing materials necessary for implementing the interior concept, and (ii) Finding appropriate contractors and craftsmen with whom the Client can enter into agreements for use. The legal terms and conditions for any contractor work are not included in ROtation's services.

A procurement phase begins when:

ROtation sends a material list, and the Client accepts this and pays a specified deposit, determined by ROtation based on the value of the materials.
ROtation then purchases the materials through its own suppliers.

The procurement phase is considered completed when all materials on the material list are purchased and delivered to either ROtation or the Client. For the procurement phase, ROtation earns a fee equal to 10% of the value [excluding VAT] of the purchased materials.

Regarding claims for defects in purchased materials, the Client can only report defects within 14 days from the completion of the procurement phase or - if an implementation phase has been agreed upon - from the completion of implementation. Regardless of the above, the Client cannot obtain a better legal position regarding defects than ROtation may have.

If a specific material cannot be found as listed on the material list for the interior, the Client agrees that ROtation can choose alternative materials with similar appearance, use, price, and quality, provided the interior concept can still be implemented substantially.

IMPLEMENTATION PHASE

In the implementation phase, ROtation provides the service of managing the Client's suppliers so they deliver in accordance with the interior concept. ROtation is not responsible for the suppliers or contractors, who should be regarded as independent third parties. Before the implementation phase begins, the parties agree on a budget for the implementation, including the price for services.

Payment Terms and Early Withdrawal from a Phase

Payment terms are 14 days from the receipt of the invoice, which is sent to the Client’s email.

The Client cannot withdraw from a commenced concept phase, regardless of the reason.

The Client can withdraw from a commenced procurement phase if it has not substantially been completed by paying the following:

All documented direct costs by ROtation, including ordered materials that cannot be canceled.
Payment of a cancellation fee of DKK [25,000] excluding VAT.

The Client can withdraw from a commenced implementation phase if it has not substantially been completed by paying the following:

All documented direct costs by ROtation, including ordered materials that cannot be canceled, and payment for all work performed by contractors and other suppliers.

CONFIDENTIALITY AND USE OF IMAGES

Any knowledge gained by a party about the other party solely due to the agreement must be kept confidential. Prices and contents of the agreement are also confidential. ROtation is entitled to take pictures of the interior based on an interior concept created by ROtation and use these images on social media and generally in advertising and case studies, provided these images do not reveal the Client's business secrets or similar. Similarly, ROtation may use the Client’s logo and business identifiers as a case on ROtation's website and in offer materials.

GENERAL

ROtation only provides one or more services to the Client and cannot be held liable for (i) indirect losses, (ii) damage to inventory, property, buildings, or (iii) shall never be liable for an amount higher than the value of the individual agreement between ROtation and the Client, excluding the value of a procurement phase.

ROtation maintains a typical professional business insurance, but the Parties agree that the Client must insure against any damage to inventory, furnishings, and damage to the Client’s buildings caused during an implementation phase carried out by ROtation for the Client.

Regarding delays, the Parties agree that a delay will only be considered significant if a phase is more than 60 business days delayed compared to a clearly agreed delivery date, and if ROtation is directly and solely responsible for the delay. Rotation does not accept daily fines, penalties, or similar.

ROtation can unilaterally amend these terms by updating them on ROtation's website. Any changes will take effect 14 business days after the amended terms are published. The Client is encouraged to stay updated on our website.