Version 1.0 — Effective 2026-07-08. Language: English (primary). Governing law: Danish law.
These Consultancy Terms apply when DistributorFit provides consultancy services to a client. They supplement and are to be read together with the DistributorFit Terms of Service. In the event of a conflict between these Consultancy Terms and the Terms of Service, these Consultancy Terms prevail with respect to the consultancy engagement.
In these Consultancy Terms, the following words have the meanings set out below. Terms not defined here have the meaning given to them in the Terms of Service.
"Consultancy Services" means the advisory, training, workshop, onboarding, or other professional services described in the Statement of Work.
"Statement of Work" (SOW) means a written document agreed between DistributorFit and the Client that sets out the scope, deliverables, timeline, fees, and other specific terms for a consultancy engagement. An SOW may take the form of a signed document, a confirmed written proposal, or a confirmed email exchange.
"Client" means the legal entity or individual acting in a professional capacity that engages DistributorFit for Consultancy Services under an SOW.
"Deliverables" means any documents, reports, templates, frameworks, or other tangible outputs produced by DistributorFit specifically for the Client as described in the SOW.
"Confidential Information" has the meaning given in the Terms of Service.
DistributorFit will provide the Consultancy Services described in the applicable SOW. Each SOW constitutes a separate engagement and is governed by these Consultancy Terms.
No Consultancy Services will commence until an SOW has been agreed in writing between the parties.
DistributorFit reserves the right to decline any engagement at its discretion before an SOW is agreed.
Fee structure. Fees for Consultancy Services are set out in the SOW. Unless otherwise stated, fees are quoted per hour or as a fixed price for a defined scope of work.
Invoicing. DistributorFit will invoice the Client as specified in the SOW. Where no invoicing schedule is specified, DistributorFit will invoice upon completion of the engagement or at monthly intervals for longer engagements.
Payment terms. Invoices are due within 14 days of the invoice date. Invoices are issued by email to the contact address specified in the SOW.
Late payment. If an invoice is not paid by the due date, DistributorFit reserves the right to charge interest at the rate applicable under the Danish Interest Act (renteloven) from the due date until payment is received. DistributorFit may also suspend work on the engagement until outstanding amounts are settled.
Expenses. Reasonable, pre-approved out-of-pocket expenses (travel, accommodation, materials) will be invoiced at cost with supporting documentation. Expenses above DKK 500 per item require prior written approval from the Client.
VAT. All fees are exclusive of VAT, which will be added at the applicable rate.
The Client acknowledges that the quality and timeliness of Consultancy Services depends on the Client's active participation. The Client agrees to:
Where delays in delivery are caused by the Client's failure to cooperate, any agreed timeline is extended accordingly. DistributorFit is not liable for delays or reduced quality attributable to the Client's failure to cooperate.
Rescheduling. Either party may request rescheduling of a scheduled session or meeting. Rescheduling requests made less than 2 business days before a scheduled session may incur a rescheduling fee equivalent to the fee for the originally scheduled time, which DistributorFit will communicate in advance.
Cancellation by the Client. If the Client cancels an engagement or a session after an SOW has been agreed:
Work already completed at the time of cancellation is invoiced in full regardless of the cancellation notice period.
Cancellation by DistributorFit. DistributorFit may cancel a scheduled session by giving reasonable notice. Where DistributorFit cancels, any prepaid amounts for the cancelled session are refunded in full or credited against future work at the Client's choice.
Background IP. Each party retains ownership of all intellectual property it owned before the engagement or that it develops independently of the engagement. DistributorFit's methodology, frameworks, templates, and platform remain DistributorFit's property at all times.
Deliverables. Unless otherwise expressly stated in the SOW, Deliverables produced specifically for the Client become the Client's property upon full payment of all fees due under the relevant SOW. Until full payment is received, DistributorFit retains all rights in the Deliverables.
Licence to underlying methodology. To the extent that any Deliverable incorporates DistributorFit's methodology, frameworks, or templates, DistributorFit grants the Client a non-exclusive, non-transferable licence to use those elements for the Client's internal business purposes. The Client may not resell, sublicense, or distribute them to third parties.
Aggregated learnings. DistributorFit may use insights, patterns, and learnings from engagements to improve its methodology and Service, provided that no Client-specific confidential information is disclosed and no Client is identifiable.
Each party agrees to keep the other party's Confidential Information strictly confidential on the same terms as set out in Section 10 of the Terms of Service.
The Client acknowledges that DistributorFit's methodology, pricing, and the structure of any Deliverables are DistributorFit's Confidential Information.
DistributorFit acknowledges that information shared by the Client about its distributor network, commercial strategy, and business operations is the Client's Confidential Information.
DistributorFit warrants that it will perform the Consultancy Services with reasonable skill and care, consistent with professional standards in the relevant field.
The Consultancy Services are advisory in nature. Recommendations, assessments, and frameworks provided as part of the Consultancy Services represent DistributorFit's professional judgement based on the information available at the time. They do not constitute a guarantee of any particular commercial outcome. The Client retains sole responsibility for all business decisions made on the basis of the Consultancy Services.
DistributorFit does not warrant that the Consultancy Services or any Deliverable will be suitable for any specific purpose beyond that described in the SOW, or that they will produce any particular result.
The limitations of liability set out in Section 7 of the Terms of Service apply equally to the Consultancy Services. For the avoidance of doubt:
DistributorFit's total liability to the Client for any claim arising from or related to a consultancy engagement shall not exceed the total fees paid by the Client under the relevant SOW.
DistributorFit shall not be liable for any indirect, consequential, or punitive damages arising from the Consultancy Services, including loss of profit, loss of business, or loss of a commercial opportunity.
Nothing in these Consultancy Terms limits liability that cannot be excluded under mandatory applicable law.
An engagement commences on the start date specified in the SOW and continues until completion of the Consultancy Services or until terminated in accordance with this section.
Either party may terminate an engagement by written notice if the other party materially breaches these Consultancy Terms and fails to remedy the breach within 14 days of written notice.
DistributorFit may suspend or terminate an engagement immediately if the Client fails to pay an overdue invoice within 7 days of a written payment reminder.
On termination, the Client shall pay for all Consultancy Services delivered up to the termination date. Sections 6, 7, 9, and 11 survive termination.
Relationship of the parties. DistributorFit performs the Consultancy Services as an independent contractor. Nothing in these Consultancy Terms creates an employment, agency, or partnership relationship.
Subcontracting. DistributorFit may engage suitably qualified subcontractors to assist with the delivery of Consultancy Services, provided that DistributorFit remains responsible for the quality and confidentiality of work performed by any subcontractor.
Entire agreement. These Consultancy Terms together with the applicable SOW and the Terms of Service constitute the entire agreement between the parties with respect to the relevant engagement and supersede all prior discussions and representations.
Governing law and disputes. These Consultancy Terms are governed by Danish law. Any dispute arising from a consultancy engagement shall first be attempted to be resolved through good-faith negotiation. If unresolved within 30 days, disputes shall be subject to the exclusive jurisdiction of the Danish courts, with the City Court (byretten) of Odense as the court of first instance.
DistributorFit, Hjallesevej 161, 5230 Odense, Denmark
DK27383637
contact@distributorfit.com