General terms & Conditions

1. Scope

1.1. These General Terms and Conditions for Opeepl apply to all quotes, sales, use of Opeepl’s DIY platform, and deliverables of services between Opeepl and the Client (jointly referred to as ‘the Parties’) unless otherwise agreed between the Parties.

2. Quotes

2.1. Quotes are valid for 60 days if nothing else is stated. Acceptance can be sent by e-mail or by electronic signature.

2.2. Quotes can only be accepted as a whole and the amounts and prices cannot be split or changed in any ways unless agreed so in writing by Opeepl.

2.3. Should different sample amounts be needed, a new quotation with the correct amounts must be requested before initiating sampling.

2.4. The agreement commences when the quote has been accepted and terminates when the order has been delivered.

2.5. Agreements on orders entered into by e-mail lapse when Opeepl has completed delivery of the agreed services and the Client has not made a claim within fourteen (14) days.

3. Prices and invoicing

3.1. The Client pays for the services as described in the submitted quote. The quote is based on the services accepted by and agreed between the Parties.

3.2. All prices are stated excluding VAT. Payment terms are thirty (30) days from the invoice date unless otherwise stated.

3.3. Opeepl reserves the right to require additional payment for a project in addition to what has been agreed, if the project costs are exceeded caused by delays, errors or omissions to the material provided by the Client.

3.4. If payment is made after the due date, interest will be added to the due amount pursuant to the Danish Late Payment of Commercial Debts (Interest) Act from the due date until payment of the due amount has been made. The interest rate is as stated in Section 5, sub-section 1 of the Danish Late Payment of Commercial Debts (Interest) Act.

3.5. Reminders incur a charge.

3.6. On the Client’s acceptance of or on signing a contract on the basis of a submitted quote, 50% of the agreed sum is to be invoiced while the remaining 50% becomes due for payment on delivery. For orders with a total value of less than €10,000 (or equivalent) the full amount is invoiced after the order has been delivered.

3.7. If Opeepl’s supplier changes its delivery prices after which Opeepl as a result amends its prices for services to clients, Opeepl reserves the right to increase the agreed price vis-a-vis the Client. Opeepl must notify the Client and state the reason for the price change so that the Client is given the option of terminating the agreement.

4. Delays and service changes

4.1. If the order depends on the Client’s provision of information or other material and a deadline has been set for the Client’s provision of this and if the delay is attributable to the Clients’ circumstances, the Client’s delay of such provision will occasion a deferment of the deadline or date agreed for Opeepl’s completion of the order.

4.2. Opeepl is entitled to require additional payment for costs associated with the Client’s subsequent changes to the agreed products or services.

4.3. If Opeepl cannot fulfilling its obligations according to the agreed delivery with the Client, the Parties must attempt to find an amicable solution and attempt to ensure that the Parties’ obligations are not affected.

4.4. If Opeepl cannot deliver the agreed services at the agreed time, or if Opeepl is unable to offer the agreed service, the Client will receive a direct notification from Opeepl and be given a suitable time limit within which to terminate the agreement, if applicable. Opeepl reserves the right to invoice the client for already performed services on a pro rata basis.

5. Use of Opeepl’s DIY platform

5.1. This section concerns the use of Opeepl’s DIY platform at app.opeepl.com.

5.2. The DIY platform offers an interface where the Client can set up, target and send out market research surveys using Opeepl’s proprietary Dynamic Sampling technology.

5.3. Opeepl’s DIY platform may only be used for market research and opinion poll purposes. Use of the platform for any kind of marketing messages or other uses than market research and opinion poll is strictly prohibited. Opeepl reserves its right to prosecute any breach of the terms of use, including claiming potential losses which occur as a consequence of misuse.

5.4. Surveys shall be formulated in a good tone and without any form of offending material including, but not limited to, any kind of sexual, religious or racial discrimination or insults. Opeepl reserves its right to cancel or stop any activity or survey related to misuse without prior notice. Furthermore, Opeepl reserves its right to prosecute any breach of the terms of use, hereunder claiming potential losses which occur as a consequence of misuse.

5.5 Opeepl’s DIY platform requires a login and password. Opeepl does not accept responsibility for unauthorized use in case the user has shared their password. In the event of unauthorized use of the Client’s user account, Opeepl shall restrict access to the account immediately upon notification.

6. Errors in deliveries

6.1. The Client may make a claim within fourteen (14) days of the agreed delivery date, after which the Parties are under obligation, by negotiation, to attempt to reach an amicable solution and endeavour to do so in such a way that the agreed services are not affected.

7. Confidentiality

7.1. Both Parties and their staff must observe unconditional confidentiality as regards any matter relating to the other Party or a third party of which the Parties and their staff may obtain knowledge and whose secrecy in the nature of things or circumstances in general is required or proscribed by the other Party. Confidentiality continues to apply after the termination of the collaboration.

8. References

8.1. Opeepl may use the Client relationship as a reference, directly or through descriptions of the partnership within the framework of the services provided by Opeepl, and with due consideration for business-sensitive information to which Opeepl may become party, cf. Section 23 of the Danish Marketing Practices Act.

8.2. Opeepl must prior to publication of client business case studies obtain the Client’s final written approval of content.

9. Liability

9.1. Errors related to the completion of the project and caused by Opeepl must be remedied by Opeepl without charge on condition that the Client has in writing notified Opeepl of the errors within fourteen (14) days of the order being dispatched by Opeepl.

9.2. For DIY projects, Opeepl excludes all liability to the Client for any losses, damages, costs, or expenses that the Client may suffer or incur, whether in contract, tort (including without limitation negligence), statute or otherwise, arising out of or in connection with, but not limited to:

Indirect or consequential loss or damage

Loss or corruption of data

Any system failures, or unavailability of the system, or DIY platform including for extended periods of time.

All express or implied guarantees, warranties, representations, or other terms or conditions relating to these terms of use and not contained herein, are excluded from these terms of use.

Nothing in these terms operates to exclude, restrict or modify any guarantee, warranty or other term or condition, implied or imposed by any legislation which cannot lawfully be limited or excluded by law. If limitation or exclusion is not permitted by law, Opeepl will resupply or repair the system or website.

9.3. The Parties are liable under these Standard Terms and Conditions pursuant to the general rules of Danish law, cf. however below.

9.4. Opeepl cannot be held liable for indirect losses incurred by the Client’s or the Client's affiliated companies, distributors, customers or other stakeholders, including loss of profit, loss of production etc.

10. Assignment

10.1. Either Party is entitled to assign his rights and obligations under these Standard Terms and Conditions to a company that is controlled by the Party or to an affiliated company.

10.2. Either Party may assign his rights and obligations to a third party as part of a sale of more than 50% of the Party’s share capital.

11. Response to allegations

11.1. The Client must obtain Opeepl’s written consent if the Client wishes to publish name, logo or information about the supplied services in public media if this may give or give rise to damage to Opeepl’s reputation and business.

11.2. Opeepl reserves the right to publish and comment on completed order(s) if the Client uses the order or data derived from the order in a way that according to point 10.1 gives rise to misunderstandings, incorrect conclusions or is otherwise used unethically.

12. Force majeure

12.1. The Parties are not under obligation to pay compensation if breach of the terms of the order(s) is due to circumstances outside the Parties’ control, including, but not limited to: lightning strike, flooding, fire, war, pandemic, strike and lockout etc. The Parties must as far as possible contribute to preventing and limiting the negative consequences of a force majeure situation in order to fulfil the Parties’ obligations as regards the order(s).

13. Disputes

13.1. The terms of delivery are governed by Danish law, with the exception of rules on international private law contained in Danish law, which may lead to the application of a law other than Danish law.

13.2. The Parties must do their utmost to resolve disputes in on-going cooperation and resolve any disputes amicably.

13.3. In the event that the customer is located in a jurisdiction where judgments handed down by Danish courts cannot be enforced, any dispute, contradiction or claim mentioned in the above section must be resolved exclusively and definitively by arbitration in accordance with the rules of the Danish Institute of Arbitration. The arbitral tribunal shall consist of an arbitrator appointed in accordance with the above rules of arbitration. The language to be used in the arbitration proceedings shall be in English, unless otherwise agreed by the parties. The arbitral tribunal must be in Copenhagen, Denmark, and Danish law must regulate arbitration proceedings. The arbitration proceedings and the decisions must be kept confidential​.

14. Amendments

14.1. The Client will be notified only of amendments to these General Terms and Conditions as regards amendments, cf. legislative amendments or changes to services that may impact on deliveries to the Client.

15. Exceptions

15.1. These General Terms and Conditions for Opeepl apply unless an alternative written agreement exists between the Parties, that deviates from this General Terms and Conditions.

Last updated: 15 March 2024