Superfrsh

Superfrsh

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Superfrsh

Superfrsh
Tulipanhaven 112
DK 8200 Aarhus N

Aarhus ─ Denmark

Make You Matterâ„¢

Terms and Conditions — Terms and Conditions —

These are our business terms, which apply to all customer agreements unless otherwise agreed in writing.

Last updated
July 9, 2024

These terms set out the applicable conditions for the delivery of goods and services from Superfrsh to customers. Deviations can only be made by written agreement. Superfrsh reserves the right to change the terms without notice.

The applicable terms and conditions can always be found at www.superfrsh.com/terms-and-conditions and can be requested via phone or email.

Validity
The terms and conditions apply to all offers, estimates, and deliveries unless otherwise stated in the offer or agreed in writing and automatically come into effect upon the Customer’s acceptance of an offer, estimate, or delivery, at which point the agreement is considered binding.

Acceptance may be given in writing via email or by signing a contract. The agreement is binding for both parties until terminated in accordance with the applicable terms.

Customer Information
The Customer must provide correct name, address, postal code, phone number, company registration number (CVR), email, and payment details when entering into an agreement. Any changes to this information must be communicated to Superfrsh via email.

If the agreement includes a subscription, the Customer is responsible for providing the necessary information for creating a user profile and payment details.

A contact person must be appointed to act as the primary connection to Superfrsh and must have the authority to make decisions related to the agreement.

Changes
Superfrsh reserves the right to make changes to the applicable terms and conditions without prior notice or acceptance from the Customer. All changes automatically take effect from the time of the update and apply immediately to agreements made thereafter.

In exceptional cases, prices may be changed with an impact on existing agreements if circumstances justify such changes.

Copyright
All content on Superfrsh’s website, including text, graphics, logos, images, and software, belongs to Superfrsh and is protected by Danish and international copyright laws.

Trademarks
All trademarks, service marks, trade names, and logos displayed on the website belong to Superfrsh. This includes, but is not limited to:

• Site™
• Help™
• DNA™
• Hours™
• Uptime™
• Brandcare™

These trademarks are protected by applicable laws, and any unauthorized use is prohibited. Misuse may result in legal consequences.

Offers
An offer is valid for 14 days from the date it is issued. In case of any discrepancy between the offer and the business terms, the offer takes precedence.

If requested by the Customer, an order confirmation can be provided.

Orders
Orders placed without a prior offer from Superfrsh are also considered a binding agreement.

Prices
All prices are stated in Danish kroner and exclude VAT. Prices do not cover external costs such as the purchase of materials or third-party services. Superfrsh reserves the right to adjust prices in case of significant exchange rate fluctuations or changes in material costs.

Price information can be obtained at any time by contacting Superfrsh. Prices are stated excluding VAT and are also displayed as such in the webshop.

Fees
A startup fee is invoiced upon signing the agreement if the service requires one.

Payment
Invoices must be paid via bank transfer. Purchases made through the webshop must be prepaid via credit card.

If the Customer requires an EAN number on the invoice, this must be provided to Superfrsh no later than three days after the request. Otherwise, Superfrsh reserves the right to issue the invoice without the requested number.

Hourly Billing
Hourly work is invoiced in advance unless otherwise agreed with the Customer.

Subscriptions
Subscription payments are invoiced monthly in advance. In cases of advance invoicing, the amount must be used before the end of the current financial year or no later than 12 months from the invoicing date.

Partial Invoicing
For orders in progress for more than one month or exceeding 100,000 DKK, Superfrsh is entitled to invoice the Customer in agreed-upon installments. Likewise, Superfrsh is entitled to invoice for services requiring physical presence at the Customer’s location.

Unless otherwise agreed with the Customer, 40% of the total amount is prepaid at project initiation, and 60% is due upon completion.

Suppliers
The Customer may also, but not without prior notice and acceptance, be invoiced by subcontractors of Superfrsh.

Working Hours
For work conducted outside of normal business hours, a 50% surcharge is applied to the invoice. Normal business hours are:

• Monday – Thursday: 08:00 – 16:00
• Friday: 08:00 – 15:00

Revisions
The price includes two rounds of revisions, covering minor corrections and adjustments to the original delivery. Additional changes or new requests from the Customer will be invoiced separately based on the time spent or a new offer.

Superfrsh is entitled to charge for additional work if:

• The Customer provides incomplete or unsuitable materials.
• The Customer requests changes after work has commenced.
• The Customer exceeds the included revision rounds.

Additional Costs
Additional costs may include, but are not limited to:

• Purchase of fonts, images, and video clips
• Rental of locations for recordings
• Fees for extras, actors, or models
• Purchase of background music and voice-over
• Catering and transportation costs
• Shipping and production costs

Until delivery, the Customer is obliged to accept price changes if they result from documented increases in Superfrsh’s costs of delivering the agreed service.

Budget Overruns
If the set budget is exceeded, the Customer will be informed in advance before the overage occurs.

Changes
If the brief for a task changes during the process, Superfrsh reserves the right to invoice for the additional time required. If the Customer deviates from the agreed project plan, Superfrsh also reserves the right to charge for any additional costs incurred.

In the case of significant changes in the brief and scope, Superfrsh may choose to withdraw from the project and invoice for the time already spent. This is assessed based on reasonability, as the original price estimate no longer reflects the nature of the task. In such cases, Superfrsh will initiate a dialogue with the Customer to find a mutually beneficial solution.

Cancellation & Postponement
If a project with an approved project plan and price estimate is canceled or postponed without the agreed notice, the Customer will be invoiced for incurred costs and time spent at the applicable rates, including unavoidable expenses for any subcontractors.

Invoicing follows this model:

• Less than 30 working days before start: Minimum 25% of lost revenue plus unavoidable subcontractor costs.

• Less than 14 working days before start: Minimum 50% of lost revenue plus unavoidable subcontractor costs.

• Less than 7 working days before start: Minimum 75% of lost revenue plus unavoidable subcontractor costs.

If a project is terminated after commencement, the time already spent will be invoiced.

The Customer is responsible for any costs incurred for subcontractors.

For projects with a price range, cancellation fees are calculated based on the lower limit of the price range.

Postponement
If a project is delayed due to the Customer, it will result in an additional cost and an updated project plan.*

Postponement fees for delays at least 14 days before start:
• Projects under 75,000 DKK: 5,000 DKK + new project plan
• Projects between 75,000 – 150,000 DKK: 10,000 DKK + new project plan
• Projects between 150,000 – 250,000 DKK: 20,000 DKK + new project plan
• Projects over 250,000 DKK: 30,000 DKK + new project plan

Postponement fees for delays at least 7 days before start:
• Projects under 75,000 DKK: 10,000 DKK + new project plan
• Projects between 75,000 – 150,000 DKK: 15,000 DKK + new project plan
• Projects between 150,000 – 250,000 DKK: 25,000 DKK + new project plan
• Projects over 250,000 DKK: 35,000 DKK + new project plan

*Fee for a new project plan: 5,000 DKK excluding VAT.

If an ongoing project with set deadlines is delayed due to a lack of feedback from the Customer, an additional fee will be applied based on the project scope (up to 25,000 DKK).
Any external costs are covered by the Customer. The fee for a new project plan is not included in this.

For DNAâ„¢, postponement fees are calculated based on the price of the current delivery phase. Between phases, the fee is based on the next delivery phase.

Costs related to subcontractors or partners due to a postponement are covered by the Customer.

If a project is postponed, a new start date must be agreed upon within five business days. Otherwise, the conditions under “Cancellation” will apply.

For projects with a price range, the lower limit is used to calculate fees.

Payment Deadline
The payment deadline is 8 days from the invoice date. In case of late payment, Superfrsh may charge reminder fees and collection costs. If payment is not received within 30 days, it is considered a material breach, and Superfrsh may:

• Suspend services until full payment is received.
• Submit the case for debt collection, which may result in registration with credit rating agencies such as RKI.
• Demand immediate payment of the full subscription period and any other outstanding amounts.

Reimbursement
Expenses incurred by Superfrsh on behalf of the Customer must be fully reimbursed by the Customer.

Interest
If payment is not received on time, interest will be charged in accordance with Danish interest law. Superfrsh reserves the right to withhold services or deliveries until the outstanding amount is paid.

Debt Collection
If payment remains outstanding despite reminders, the case will be transferred to debt collection and may be reported to credit agencies (RKI).

Outstanding Balances
If a claim is sent to collection, all outstanding amounts become due immediately, including single outstanding invoices and the current subscription period if active.

Disputes
If a Customer disputes an invoice, they must notify Superfrsh immediately (no later than 7 days from the invoice date) to raise a claim. The disputed amount may be withheld by the Customer while under review.

Transfer
The transfer of deliveries only occurs once the Client has approved the final work. At the start of the project, it is agreed which files will be transferred, to what extent, and how the financial aspects of the transfer will be handled.

Disclosure
Presentations, ideas, and concepts developed and presented by Superfrsh, but not realized in collaboration with Superfrsh, may not be used or disclosed to third parties without prior agreement.

Storage
Superfrsh retains working files for up to five years after the completion of work in accordance with our deletion policy unless otherwise agreed.

Backup
The Client is responsible for maintaining a backup of all materials provided to Superfrsh in connection with the development of a delivery. Superfrsh cannot be held liable for loss, damage, or deletion of such material.

The Client is solely responsible for the proper use and storage of the delivered materials.

Handling
If the Client acts with gross negligence in handling the delivered files to the extent that data is damaged or files are lost, Superfrsh cannot be held responsible for any lost revenue resulting from this.

Usage
The Client bears full legal responsibility for the processing and use of the delivered materials, including, but not limited to, the public registration of copyrights and compliance with the Danish Marketing Act (§§ 1-11).

Marketing
Superfrsh does not take a position on the legality of marketing initiatives, regardless of the extent to which Superfrsh has contributed to their design.
If the Client engages in price marketing, it is solely the Client’s responsibility to ensure compliance with applicable laws in accordance with the guidelines of the Danish Consumer Ombudsman.

Liability
The Client is responsible for ensuring that all deliveries comply with applicable laws and guidelines from relevant authorities, including the Danish Consumer Ombudsman.

Deficiencies
If the Client discovers a deficiency in the delivery, it must be reported to Superfrsh immediately. Superfrsh has the right to remedy the deficiency if it can be done within a reasonable time. Minor deviations from approved samples or agreed specifications do not justify a price reduction.

Variations
Superfrsh reserves the right to deliver up to 10% more or less than the agreed quantity. Size variations may range from +/- 5 mm to 4%. The Client acknowledges that color differences may occur between the approved format and the final print, which is not considered a deficiency.

Liability
Superfrsh cannot be held responsible for errors in deliveries that have been approved by the Client during proofing or for delays caused by a lack of response and approval from the Client. Superfrsh is also not liable for damages or losses resulting from the Client’s lack of knowledge regarding the handling of files and software.

Additionally, Superfrsh disclaims all liability for both direct and indirect losses, including operating losses, lost profits, data loss, third-party claims, goodwill loss, or other financial consequential damages. This also applies to losses arising from the Client’s legal relationships with third parties as well as delays or deficiencies in the delivered material.

Prices apply for delivery to Superfrsh’s address in Aarhus N (Tulipanhaven 112, 8200 Aarhus N). If delivery to another address is required, the Client shall cover additional transport costs.

Delivery
Delivery takes place at the agreed time or, if no specific date is set, when the product is ready. Reference is made to the agreement between Superfrsh and the Client or the current project plan.

If the Client delays the delivery by more than one month, Superfrsh reserves the right to invoice as agreed, without the Client being entitled to withhold payment or demand a reduction.

Delay
If delivery is delayed by more than 30 business days from an agreed deadline, the Client may terminate the agreement, provided written notice is given. Delays cannot be claimed for already delivered products or partial deliveries.

Liability
Superfrsh cannot be held responsible for delays caused by circumstances beyond the company’s control, including delays from subcontractors, the Client’s own actions, lack of cooperation, or force majeure.

The Client also cannot claim delay for deliveries or partial deliveries already received, and delays beyond Superfrsh’s control do not entitle the Client to remedies for breach of contract or termination of the agreement.

Compensation
The Client can never claim compensation for delays related to already delivered products. Any cancellation of the agreement must be in writing and made before work begins.

Freight
If Superfrsh has dispatched the delivery on time according to the agreed delivery schedule, but it is delayed or lost due to postal or freight carriers, Superfrsh cannot be held liable.

Superfrsh is not liable for financial losses, operating losses, consequential damages, or other indirect losses due to delays, and liability for claims is limited to the agreed order amount. If the delivery has been dispatched on time, Superfrsh cannot be held responsible for delays or losses during transportation.

Execution
Superfrsh is entitled to use subcontractors, in whole or in part, for the execution of work if the delivery includes services requiring this.

Liability
When using external partners or suppliers with whom the Client has entered into separate agreements, it is solely the Client’s responsibility to ensure contractual relationships and any rights issues.

This also applies to materials provided by the Client or their other partners, including but not limited to interviews, actors, extras, models, music, voice-overs, stock materials, etc. Any liability related to materials sourced from the Client or their other/former partners rests entirely with the Client.

Agreements
If separate agreements are made with the Client’s own subcontractors, Superfrsh assumes no responsibility for this part of the delivery.

Disputes
The Client is responsible for approving the subcontractor, and any disputes arising as a result are solely a matter between the Client and the subcontractor.

Period
The Client may terminate the agreement with one month’s notice plus three months, unless otherwise agreed in writing. Termination must be submitted in writing via email to hello@superfrsh.com. Superfrsh also has the right to terminate the agreement, including any sub-services, with three months’ notice.

Withdrawal
The Client may withdraw from an agreement, but this must be communicated in writing and before work begins.

Notices
Cancellations or postponements of scheduled meetings, workshops, or deliveries must be communicated in a timely manner by both parties. A notice period of at least 30 business days before the planned project start is generally considered reasonable. Cancellation or postponement must be done in writing via email or other electronic communication.

In such cases, Superfrsh will cease work and attempt to minimize any costs for the Client.

Superfrsh conducts only a superficial trademark law examination when developing names, identities, elements, etc., and therefore cannot be held responsible for any restrictions on the use of the developed material due to the customer’s lack of trademark law investigations.

It is the customer’s responsibility—potentially in collaboration with a lawyer or a trademark agency—to ensure that the material can be used to the desired extent. Superfrsh also does not guarantee that a registration can be obtained, and all associated costs are borne by the customer.

Materials
All rights to sketches, layouts, finalized drawings, text proposals, templates, and similar elements—regardless of technique and format—remain the property of Superfrsh. These may not be transferred to third parties without written permission.

Any materials created or procured by Superfrsh for the delivery, such as preparatory work, intermediate products, and printing media, remain the property of Superfrsh and cannot be claimed by the customer, even if separately invoiced.

This also applies to tools such as die-cutting, embossing, or welding tools.

Damage
Superfrsh cannot be held responsible for loss or damage to property belonging to the customer or third parties that has been entrusted to Superfrsh for storage or use. The customer is responsible for obtaining insurance for such items.

If the customer wishes for material to be returned, this must be specified at the time of transfer to Superfrsh.

Physical Copies
Ownership of physical copies of a product is transferred to the customer only after full payment to Superfrsh has been completed. Until then, all goods and products remain the property of Superfrsh.

Copyright
During the collaboration, the customer has the right to use the deliverables, but the copyright remains with Superfrsh, unless otherwise agreed. Superfrsh reserves the right to a royalty-free, irrevocable right to use raw files.

Transfer
Final files may be transferred by agreement and for a fee. The customer does not have the right to receive original editable files unless these are specifically purchased, as they may contain proprietary elements of Superfrsh.

Marketing
Once ownership has been transferred to the customer, Superfrsh retains the right to use the completed work as a reference in its marketing materials.

Knowledge
The company may also utilize general knowledge gained through the collaboration, except in relation to the customer’s direct competitors.

Illegal Material
If there is suspicion of illegal or offensive content, or if the material may infringe third-party rights, Superfrsh reserves the right to destroy the material or product without notice.

Superfrsh may also disclose relevant customer information to authorities or affected parties in such cases.

Intellectual Property Rights
All intellectual property rights to finalized deliverables from Superfrsh belong to the customer, unless otherwise agreed in writing. However, third-party rights may limit the use of the material.

Superfrsh will inform the customer of any restrictions but cannot be held responsible for usage beyond the agreed terms. The customer is liable for any infringements of third-party rights.

Third-party rights may include, but are not limited to, interviews, actors, extras, models, music, voiceovers, and stock materials.

If additional rights clearance is required, this can be arranged separately for a fee.

If rights clearance cannot be obtained within reasonable limits or only on conditional terms, Superfrsh will inform the customer. Should the customer wish to acquire extended rights to the deliverables, Superfrsh will facilitate additional rights clearance, provided this is agreed upon in writing or electronically and that Superfrsh receives payment for this service.

The price for the transfer of intellectual property rights is agreed upon individually. In the event of a disagreement regarding the payment amount, either party may request that the President of the Maritime and Commercial Court appoint an expert to determine an interim payment.

The customer gains full ownership of the deliverable only after payment of this amount.

Objections
If a party disputes the payment, the case may be brought before arbitration.

Transfer
The customer may not transfer their rights or obligations under this agreement without written consent. Superfrsh, however, may transfer its rights and obligations without customer approval if deemed necessary.

Disclaimer of Liability
Superfrsh assumes no responsibility if the customer lacks the necessary rights to reproduce, copy, or publish written material, drawings, patterns, illustrations, texts, trademarks, business identifiers, or other trade-related elements protected by third-party rights.

The customer agrees to indemnify Superfrsh against any third-party claims in the event of alleged or actual infringements of copyrights, trademarks, or other intellectual property rights.

Superfrsh has a GDPR policy that follows the guidelines of the Danish Data Protection Authority. However, the customer is responsible for ensuring compliance with GDPR regulations when using the deliverables.

These terms and conditions are governed by Danish law. Any dispute arising from disagreements regarding these conditions shall, if the parties cannot reach an amicable resolution, be brought before the Danish courts and settled at the Aarhus District Court as the competent jurisdiction.