Terms of Sale and Delivery

Alpha Agency ApS
Herstedvang 14, 1st floor
2620 Albertslund, Denmark
CVR no. 40400133

Applicable to: alphaagency.dk & alphaagency.ai

Last updated: 12 June 2026

1. General

Para. 1. These terms of sale and delivery apply to all deliverables, services and agreements entered into between Alpha Agency ApS (hereinafter “Alpha Agency”) and the customer, unless otherwise expressly agreed in writing.
Para. 2. The customer’s own purchasing or contractual terms cannot be invoked against Alpha Agency unless accepted in writing.
Para. 3. By accepting a quotation or order confirmation, or upon commencement of work, the customer is deemed to have accepted these terms in their entirety.

2. Quotations and agreement

Para. 1. Quotations are valid for 30 days from the quotation date, unless otherwise stated.
Para. 2. An agreement is considered binding upon:

• written acceptance
• digital acceptance
• or commencement of the work

Para. 3. Alpha Agency reserves the right to correct obvious errors in quotations, including typing and calculation errors.

3. Services and scope of delivery

Para. 1. Alpha Agency provides consultancy services, development services, AI solutions, marketing services, hosting and other digital services.
Para. 2. The precise scope, functionality and requirements of the deliverable are defined in the quotation, order confirmation or requirements specification.
Para. 3. All services are delivered as standard without any specific guarantee of results, unless expressly agreed.
Para. 4. Alpha Agency is not responsible for the deliverable fulfilling the customer’s particular purposes or business needs, unless agreed in writing.

4. Prices and adjustments

Para. 1. All prices are stated in Danish kroner (DKK) or another agreed local currency, exclusive of VAT and any third-party costs.
Para. 2. Alpha Agency is entitled to adjust prices in the event of changes in cost conditions, including but not limited to wages, supplier prices, currency exchange rates, licences, hosting, public charges and other circumstances beyond Alpha Agency’s control.
Para. 3. The following circumstances entitle Alpha Agency to additional payment:
a) Deficient, delayed or incorrect material from the customer
b) Changes to the requirements specification after project start
c) Additional proofing rounds beyond what has been agreed
d) Extraordinary work agreed after conclusion of the agreement
e) Delays or interruptions caused by the customer

5. Payment

5.1 General payment terms

Para. 1. Payment terms are net 8 days from the invoice date, unless otherwise agreed.
Para. 2. In the event of late payment, interest accrues at 2.5% per commenced month, plus a reminder fee of DKK 150 per reminder.
Para. 3. Alpha Agency is entitled, without notice, to:

• suspend ongoing work
• withhold deliverables
• suspend access to solutions
• postpone go-live if payment is not made on time.

Para. 4. Alpha Agency may require prepayment or security if doubt arises regarding the customer’s ability to pay.

5.2 Consultancy assignments

Consultancy services are invoiced based on work performed and are considered delivered upon completion of the agreed service.

5.3 Development projects

Under DKK 50,000

• 25% upon commencement
• 75% upon delivery as per the requirements specification

Over DKK 50,000

• 25% upon commencement
• 25% upon delivery for testing as per the requirements specification
• 50% before the solution goes live

Para. 1. Delivery for testing is considered delivery of the project for the customer’s first review.
Para. 2. The final instalment falls due no later than 21 days after delivery for testing, regardless of whether the customer has approved or taken the solution into use.
Para. 3. Full payment must be received in its entirety before the solution is put into operation (go-live).

5.4 Support subscription

Para. 1. Support agreements are invoiced upon commissioning of the solution and renew automatically once a year.
Para. 2. Termination must be made in writing with a minimum of 3 months’ notice before the next renewal period.
Para. 3. Failure to terminate results in automatic renewal.
Para. 4. Prepaid support subscriptions are non-refundable.

6. Delivery and delay

Para. 1. Delivery times are indicative, unless otherwise expressly agreed as binding.
Para. 2. Alpha Agency cannot be held liable for delays resulting from:

• changes to the scope of the assignment
• the customer’s failure to cooperate
• delayed approvals
• third-party deliveries
• technical or system-related circumstances

Para. 3. If the customer fails to fulfil their obligations, the delivery time is extended accordingly, and Alpha Agency is entitled to claim payment for any additional costs.
Para. 4. Delivery is considered to have taken place upon handover to a test environment, staging or another agreed milestone.

7. Approval and commissioning

Para. 1. The customer is obliged to review and test the deliverable without undue delay.
Para. 2. The deliverable is considered approved if:

• the customer does not raise a complaint within a reasonable time
• the solution is taken into use
• the proofing period expires

Para. 3. Minor errors or insignificant defects do not entitle the customer to withhold payment.

8. The customer’s obligations

Para. 1. The customer is responsible for providing correct, complete and timely material.
Para. 2. The customer warrants that they hold the necessary rights to all material provided.
Para. 3. The customer is responsible for the correct use of the delivered solutions.

9. Changes

Changes or extensions to the agreed work are considered additional services and are invoiced separately at the applicable hourly or project rate.

10. Intellectual property rights

Para. 1. Alpha Agency retains all intellectual property rights to methods, code, concepts and know-how.
Para. 2. The customer only obtains a right of use to the deliverable upon full payment.
Para. 3. Alpha Agency is entitled to use projects for marketing purposes.
Para. 4. In the event of non-payment, Alpha Agency is entitled to suspend or remove delivered solutions.

11. Hosting, operations and data

Para. 1. Alpha Agency provides a test environment during development.
Para. 2. Alpha Agency may, without liability, delete data after:

• go-live
• extended periods of inactivity
• non-payment

Para. 3. The customer is responsible for backup and data security, unless a security package has been purchased from Alpha Agency.

12. Defects and complaints

Para. 1. Complaints must be made in writing no later than 8 days after delivery.
Para. 2. Alpha Agency may choose how any defect is handled, including by remedying the error, delivering a new solution or granting a proportionate reduction in price.
Para. 3. The customer cannot terminate the agreement or claim damages without documented gross negligence.

13. Limitation of liability

Para. 1. Alpha Agency is not liable for indirect losses, including operating losses, loss of profit or loss of data.
Para. 2. Alpha Agency’s total liability is limited to the amount paid by the customer for the specific service.
Para. 3. Alpha Agency is not liable for errors or downtime caused by third-party suppliers.

14. AI and third-party systems

14.1 Third-party models and suppliers

Para. 1. AI solutions delivered by Alpha Agency are wholly or partly based on models and services from third-party suppliers (including, but not limited to, OpenAI, Anthropic and Google).
Para. 2. AI and third-party solutions are delivered without any guarantee of availability, and Alpha Agency is not liable for changes, degradations, deprecations, downtime, price changes or changed terms of use on the part of these suppliers.
Para. 3. If a third-party supplier deprecates or materially changes a model or service on which the solution depends, Alpha Agency is entitled to propose an alternative solution. Migration to such an alternative is considered an additional service, cf. clause 14.4.

14.2 Output and the customer’s duty of review

Para. 1. AI-generated output is probability-based and may contain errors, inaccuracies or misleading content. Alpha Agency does not guarantee the correctness, completeness or suitability of AI-generated output.
Para. 2. The customer is obliged to review and quality-assure AI-generated content before it is used, published or relied upon for decisions.
Para. 3. The customer bears full responsibility for decisions made on the basis of AI-generated output and for its use vis-à-vis third parties.

14.3 Ongoing consumption costs

Para. 1. Operation of AI solutions entails ongoing consumption costs, including token/API consumption, hosting and licences. These costs are not included in the project price, unless expressly agreed otherwise.
Para. 2. Consumption costs are invoiced separately or passed on at cost price, plus any agreed administration fee.
Para. 3. Consumption costs may vary with the customer’s actual usage and third-party suppliers’ pricing, and Alpha Agency is not liable for fluctuations therein.

14.4 Maintenance of AI solutions

Para. 1. AI solutions require ongoing maintenance, including adaptation to new model versions, changed model behaviour and the deprecation of models or services.
Para. 2. Such adaptations are only covered if the customer has an active support agreement with Alpha Agency, cf. clause 5.4. Without a support agreement, adaptations are invoiced as additional services at the applicable hourly rate, cf. clause 9.

14.5 Data and GDPR

Para. 1. When using AI solutions, the customer’s data may be processed by third-party suppliers. As a general rule, Alpha Agency uses suppliers and configurations where the customer’s data is not used to train the supplier’s models.
Para. 2. The customer remains the data controller for their own data. Where Alpha Agency processes personal data on the customer’s behalf, a data processing agreement is entered into in accordance with applicable legislation.
Para. 3. The customer is responsible for ensuring that the data supplied to the solution can lawfully be processed as intended, including that the necessary legal basis for processing exists.

15. Force majeure

Alpha Agency is exempt from liability for circumstances beyond the company’s control, including supplier failure, system breakdowns, natural disasters and the like.

16. Subcontractors

Alpha Agency is entitled to use subcontractors for the performance of the agreement.

17. Subscriptions

Marketing, support & security packages are provided under subscription with Alpha Agency. When you take out a subscription, payment is made once a year at the monthly price stated in the packages. Unless otherwise agreed.

18. Prepaid hour cards (klippekort)

Purchased prepaid hour cards for services from Alpha Agency are non-refundable, in whole or in part. Prepaid hour cards are valid for 12 months from the date of purchase, after which unused hours lapse without refund, unless otherwise agreed in writing. You can always request a status of your hours from your contact at Alpha Agency. Likewise, you will receive a status by email every month if this has been agreed.

19. Termination

Upon termination, the customer is obliged to pay for work already performed. Subscriptions may be terminated at any time in writing with 3 months’ notice before the end of the current payment period (annual payments), cf. clause 5.4. Please note that subscriptions are non-refundable. Marketing packages with monthly payments have a 0-month commitment period, but a 3-month notice period. This applies unless otherwise clearly stated.

20. Governing law and venue

All disputes that may arise between Alpha Agency and the buyer, including the interpretation of these general terms of sale and delivery, shall be settled exclusively under Danish law. Danish Act No. 102 of 6 April 1906 on the sale of goods, as amended, applies, unless deviated from in these general terms of sale and delivery.